Marvel Earth 2: Spider-Man
by cornholio4
Summary: During an accident which also claims the life his Uncle Ben; Peter Parker gains new spider powers that he uses to become the masked crime-fighter Spider-Man!
1. Chapter 1

**This is the first step on me trying to establish my own Marvel Universe based on the MCU and the Ultimate comics. Besides those the main inspiration will be the Earth One books that DC Comics have been doing.**

Deep in the out reaches of space was the planet Hala; homeworld of the Kree Empire. In a secluded lab were a small cell of individuals who had the native blue skin of the Kree populace. Scientists were working with recreating a serum used by another alien species to defend themselves from an invasion by the Iron Cross Army. The Serum had been discontinued by the people's ruler the Master Weaver after the Iron Cross Army had been defeated.

The Kree cell had discovered the notes of the Serum along with a robot spider drone used to contain the uniform of the soldiers using the Serum. The lead scientist once he had a working sample injected it in several spider test subjects (taken from planets where spiders lived on) and saw that all but one had died instantly.

"Commander Yon-Rogg, we have a working subject!" the scientist told the cell's leader excitedly; the leader was a Kree warrior wearing dark green and black armor with a helmet which exposed his eyes and mouth and had a finn decoration. Yon-Rogg then faced the rest of his men and ordered that the test spider and the robot spider be put on a pod.

"We will have to leave Hala for now but with it we can find loyalists to the traditional Kree Empire and create an army to take back Hala and the Kree! Then under my leadership we will take it to new heights! This is our biggest breakthrough since the Psyche Magnitron!" Yon-Rogg told his men who cheered but then they heard an alarm going.

He then shouted to get their teleportation portal up and running but before they could make much progress the lab was then swarmed with Kree military officers. They had their hands transformed into guns and Yon-Rogg did the same defiantly.

Then entered Gla-Ree who wore a gold and black version of Yon-Rogg's armor. "So here comes the supposed Captain Glory, how does it feel to betray the very spirit of the armor and title you hold Gla-Ree? I hope your ancestors are looking above you with great shame." Yon-Rogg told Gla-Ree who remained steadfast.

"Commander Yon-Rogg for acts of terrorism and treason upon the government of the Kree Empire consider yourself under arrest!" Gla-Ree told Yon-Rogg as his soldiers went to work arresting Yon-Rogg's men.

"Treason? I have done nothing of the sort; it is the so called Kree High Council who have committed treason upon our ways! When we lost the Supreme Intelligence those cowards surrendered to our enemies; territories and planets lost with supposed peace treaties? Our Accuser Corps disbanded and they have allowed us to become a shell of our former selves. We are meant to rule high and mighty over the universe; it is how our Empire was founded!" Yon-Rogg shouted as he then began firing at the soldiers.

He then got the portal up and without checking where it was heading he sent the pod through it, however to his horror before he or any of his men had a chance to go through Gla-Ree fired and destroyed the portal device. He began furiously ranting as he and his men were arrested.

* * *

On Earth; next to a cliff there was a car being driven home to Queens, New York. Driving was a greying haired man with glasses called Ben Parker who worked as a photographer for the Daily Bugle news media; next to him was his wife May who worked as a volunteer for the FEAST homeless shelter. In the backseat was their 15 year old nephew Peter Parker a boy with glasses who was wearing a light blue shirt with dark blue jeans and was looking at the old electronics they had gotten from a charity store that was now in his backpack.

They had gone there just before deciding to go home from the picnic they had just been on. Peter had been down recently with the bullying he was facing from some thugs in his school finally getting to him. They were making fun of him being a science nerd, not being someone who was brave enough to fight back against them and that he was a total fanboy over the real life Superhero group known as the Avengers.

Most students were not like this but it was mainly some jocks and they decided to take Peter on a picnic day out for the Saturday to help get his mind off it.

"Wonder if I could fit these into my web-shooter designs?" Peter asked out loud looking thinking about a pet project of his back home. Using some old electronics and being into science he was working on wrist devices that could shoot out a web like substance he had designed out of some old household chemicals.

"Our little scientist; we should take him to the patent office when he is old enough. He will probably make a lot out of his inventions." May told Ben and he laughed.

"He will probably make more than I ever could working under skinflint Jameson." Ben joked to May thinking about his boss J. Jonah Jameson the owner and founder of the Daily Bugle. They laughed when at that moment before they had any time to react a portal came out and out came the Kree Pod causing them to be steered off the cliff and the shockwave of the pod cover.

They screamed as they felt the crash and falling down; the landed and Peter felt himself falling out of the car and managed to land on the ground holding his backpack. He then cried as he got up and felt the pain and saw cuts on himself.

He could not help but notice the Pod had landed next to him; he looked inside and picked up the black Spider device and put it in his backpack but then the spider jumped out and bit him on the arm before jumping away. He then felt groggy but still somehow stronger.

He then saw Aunt May and went to help her up but saw that Uncle Ben was unconscious in the car but there was a fire surrounding the car.

He hesitated being scared by the fire but thinking he should go to help Uncle Ben; however he hesitated for too long as he then saw the car being caught on fire and yelled out for his Uncle Ben running towards the direction but then felt himself passing out.

Last thing he heard was his Aunt May shouting his name once she found herself...

**Captain Glory is basically a Kree Captain America.**


	2. Chapter 2

**I think I think I should give a fair warning to the middle part of this chapter. Nothing in detail but still.**

"_But dad the Masked Marvels caught the Graffiti Guerrilas; you have to admit that they caught the bad guys?_"

"_That doesn't negate the fact that they are still vigilantes who are making a fool out of the due process of law Robbie!_"

Peter heard the voices becoming clearer as he was starting to awaken.

Peter opened up his eyes and he found his vision becoming clearer and saw he was in some sort of hospital bed; he looked to the bedside table and saw that his glasses were on the table. Yet he was seeing quite clearly without them?

Then he looked forward and remembered what happened; his Uncle Ben had died when the car caught on fire and if he didn't hesitate; then he might have been able to save him. It made him want to cry.

He looked forward and noticed the hospital TV; he knew right away what show was on right now. It was his favourite live action show that was on TV at the moment; Masked Marvels. It was about a group of teenagers with super powers who use them to protect their home city of Springdale, Connecticut. There was a blonde teenager in the scene who was Robbie Baldwin who was their leader Speedball and he was talking to his father Justin Baldwin who was the city's anti-superhero District Attorney.

"_They should just ignore their powers and live normal lives; it will get them in less trouble._"

"_But if something happens that they could use their powers to help out; isn't it their responsibility to do so?_"

Peter sighed as he found himself trying to make himself comfortable by trying to sit up but found he was able to do so no problem. He felt like he could jump out of bed at any moment.

He then saw the door open and then in came a doctor and his Aunt May. "Hi Aunt May!" Peter said getting out of bed as if to greet her to the shock of the doctor and his Aunt May. She motioned him to be back in bed. Then she was telling him that she was relieved that he was now awake.

"How long has it been Aunt May?" Peter asked deciding to ask and then the doctor said it has been a week. "Uncle Ben didn't make it, did he?" Peter asked his voice low and Aunt May close to tears shared a hug with him.

"I guess I came in at the wrong since I didn't expect Peter to wake up the second I arrived and I would be intruding on a family moment; I could always come back." said a female voice and Peter noticed a familiar 16 year old Latina girl in a green jacket at the door holding some sort of care package.

It was Liz Allan who was a popular student at Midtown High and a cheerleader; she wasn't obnoxious like other popular students and was rather nice but Peter didn't really interact with them much unless sit was jocks wanting to pick on them. Peter always found her pretty.

Peter mumbled something incoherent but Liz chuckled and came in saying "Principal Harrington put together a care package for you as well as a get well soon card. The faculty and your classmates signed it as well as me. Also MJ found out you're a fan of the show so she got this poster autographed for you." Liz then put the package on the desk and then showed Peter an autographed poster for the Masked Marvels with the main cast signed it.

Peter knew Liz was friends with Mary Jane Watson who was a teen actress and was in the main cast playing Alana Jobson who was Robbie's neighbour and the Masked Marvels member Jackpot. He noticed MJ's autograph above the pose her character was in with the white and green costume.

He then was surprised at this and hesitatingly took it; he then looked at the get well soon card and noticed all the signatures of his classmates and teacher; especially his favourite teacher Doctor Curt Connors. He could not help but notice at the far edge of the card signed half heartedly was the single word 'Flash'. He knew it had to be Eugene 'Flash' Thompson who was his chief tormentor at Midtown.

"I don't know what to say Liz; thanks..." Peter muttered out and Liz chuckled as she said welcome. She then told him to take it easy and hope he gets well soon as she left.

Soon the doctors did multiple tests which left them boggled and spoke with some upper management. Soon the main doctor told Aunt May that despite them not knowing how it seemed like Peter was now well enough to be discharged and allowed to go home.

The Parkers were stunned but thanked them as soon they got ready to go home; Peter ended up outpacing him as they went to the elevator with Aunt May telling him to slow down. Aunt May was telling him that she didn't know how he could be so energetic but Peter had felt better than ever. They got out and there was a taxi that Aunt May called to take them home.

* * *

Alchemax Labs; a controversial research and development scientific institution in Manhattan, New York that worked in study of various chemicals and robotics. Late that afternoon getting changed in a dark room was an individual and outside was a security team being led by a massive behemoth of a man in a black suit who was the main muscle of the individual inside.

Soon exited was the individual who was a man wearing a brown buttoned up trench coat; black gloves, black boots, a brown hat; a black full face mask with white lines stitched through it like a pattern and black goggles. "Let's get going gentlemen; we have a schedule to keep after all." The man told his security force with a synthesized voice (that was the result of a voice synthesizer he had under his mask) that frightened most that heard it.

Only a small select of people were allowed to know of the man's true identity and most were not allowed to get even the slightest glimpse of what he looked like. He ruled the criminal underworld of most of New York and the other crime lords knew to give their respects to him. If you wanted to follow a criminal career in New York then you must answer to him. If you so much as pawned off stolen property without his permission then you would get on his radar.

About a decade ago he had amassed his criminal empire and soon the media knew of the reputation of a masked crime lord. A month after people became aware of him one newspaper dubbed him 'masked crime master' and he decided to take the moniker of 'the Crime Master' for himself.

He walked down the corridors of the facility enjoying the sounds of screams coming from the labs as he walked past; being enacted on the 'unvolunteers' as he liked to call them. Some crime lords struggled on how to take care of a pest without leaving behind a trail or a body.

In his civilian life he was the majority stockholder of Alchemax and thus he could have people disposed of in most creative ways.

He then went the entrance of the largest lab in the facility and outside greeted him was a man with a black goatee and a business suit. Roland Treece who served as Alchemax's CEO. Treece then had the door opened and allowed them to go through.

They went in and Treece showed him to some sort of chamber; he looked up and saw flying was a man in black body armor with an orange sleeveless hooded jacket; he had the hood up and was wearing a smiling goblin's mask. It was Jason Macendale a dishonourably discharged military officer who now served as his own private assassin serving under the codename of 'Hobgoblin'. He was outfitted with a suit that had tech from Alchemax but would be too expensive to mass produce.

The suit was flying with an orange winged flying pack attached to his suit; using copied plans of a flying wing suit that Toomes Aerodynamics sold to the Military. He was even subject to an experimental performance enhancing serum that worked severly affected his sanity. He wished he could have an army with this but unfortunately with the loss of sanity; they would be too unreliable and he couldn't be sure he could control them.

However he had one soldier created with it that he could control.

Macendale flew down and dropped down a man with a goatee who looked defiant despite his fear from being taken by Macendale and brought to here. "Garrison Klum; you might know him better as Mr Brownstone boss." Macendale told the Crime Master and he smirked underneath his mask. There had been reports of a new drug ring dealing heroin in New York being run by a 'Mr Brownstone'.

"Well what do we have here; we have someone setting himself up to be the new real life Heisenberg; I can't say he pulls off the look like Bryan Cranston had managed to do. Then again the poster for the first season had him in his undies so maybe Garrison here could learn to pull it off." The Crime Master said walking towards him.

"A heroin ring here in New York will bring unwanted attention Mr Brownstone; I have managed to figure out how to run New York smoothly without the DEA being brought here. You are not only setting yourself up for fail but you might create a hindrance to my empire if left unchecked. Here is what I am willing to offer; I can have you and your operation moved someplace else and you will be free to run your ring provided that you remember that you work for me now and I get a cut of your profits." The Crime Master told Klum but he looked like he was ready to spit on his face.

"You don't scare me; I know people fear the supposed untouchable Crime Master but I don't believe the hype! You are just a gangster wearing a mask wanting to sound like Ben Affleck! You have built up this fear and mystique of yourself but I know you are nothing special underneath that mask!" shouted Klum with the security force shaking their heads at his stupidity.

Crime Master then motioned his men Treece and they then opened up the chamber. "We have the chamber outfitted with a large dose of Gr-27; it was intended to be a medical treatment but the results were not pleasant. At the dose you will be receiving; you will probably feel your organs and skin melting away at the same time!" Treece told Klum shouting causing him to grow afraid.

"Don't be afraid Mr Brownstone; chances are you will be dead before you even feel the effects." The Crime Master told Klum in a false reassuring voice while motioning to Macendale. Macendale then brought ought from the gauntlet of his armor a blade made of pure Adamantium. Klum screamed as he was then stabbed in it and pushed into the chamber with it quickly closed. Then the machine was turned on and the nearby scientists winced at the sounds of Klum's screaming.

"Apparently not; oh well no use crying over spilt milk. Come gentlemen; I need to prepare for the re-election campaign for our dear friend Bullit as District Attorney. Plus we will need to work on choosing a new leader for Mr Brownstone's ring when we have then relocated." The Crime Master told his men as they then left.

* * *

The Parkers had gotten home to their apartment and Peter put his care package away and got a chance to put his new poster up. He took an early rest in his bed. That night he felt a strong feeling going off in his bed and it ended up waking him up. He looked down and noticed that his backpack was slightly open and out came the robot spider form before.

"_I forgot about you, I wonder what you are? An artefact from spider Krypton?_" Peter thought as he played about with it and thinking that he had gotten it from what looked like a space pod. It ended up causing a small portal and out popped what seemed to be a giant costume.

He looked and saw it was full body with a mask with lenses; red and blue with black lines. It was astounding. Shame it looked like it would be too big for him. He then felt the sense going off again and he decided to look out his door and noticed that it looked like the handle was quietly being dismantled from the outside.

Someone was trying to break in!

Peter was getting worried and scared and looked to the costume; maybe if he put it on he could scare whoever it was away. He knew it was stupid but he thought it was worth a try, he tried pit it on over his pyjamas and was stunned when some sort of mechanism in the suit instantly fit to his size.

He looked and saw there was a heads-up display in the visor of the mask. "_I have a one size fit all alien costume!_" Peter thought with glee as he looked in the mirror and thought he looked cool. He went and got his Web-Shooters off his desk thinking it could help scare the criminal away. Plus it would help with the spider motif.

He then heard a robotic female voice tell him "_Spider Serum detected and suit ready._" He then began quietly asking who it was quietly. Aunt May didn't need to worry more than she probably already is with what happened; she does not need to know someone was trying to break in.

"_I am the suit's AI designated to help the Spider Army soldier who uses the suit and the Serum has been detected._" The voice replied and Peter thought this was super cool.

"Well my name is Peter Parker and I found your suit and a spider that bit me in a pod and now someone is trying to break into my home." Peter told the AI quietly.

"_User Peter Parker designated; I am here to help you. The spider that bit you must have had the serum and injected you with it. You now have the enhanced strength, agility, speed, wall crawling and danger sense of a spider._" The AI replied and Peter knew this was confirmation that he now has spider powers.

Did she say wall crawling? He then tried walking up the wall of his room and found he could so with his hands and knees. He then began asking how could this be especially in a suit. "_The fabric of the suit is designed to comply with the user's wall crawling abilities._" The AI told him.

Peter then decided to ask if she had a name and if not could he call her Karen or something. "_AI designation as 'Karen' accepted._" The AI replied and Peter told Karen that they now have a criminal to catch.

Peter decided to quietly go out his window and then started climbing the side of the building with Peter feeling the anticipation and thrill of what he was doing. He then got around and saw that opened up was the window of the end of the hall his apartment was on. Probably how he got in so he came in himself. He then quietly walked up to the door of his apartment and saw the intruder was a man in a dark purple bodysuit and mask.

He then tapped him on the shoulder sand he turned and was alarmed to see Peter there. "I am guessing you have either lost your key or this is not your apartment?" Peter decided to joke out loud easing the tension for him. The man was wearing over his full face mask some high tech goggles which was emanating a red light from the lenses.

The man then pulled out a knife and was about to stab Peter when Peter felt his Spider-Sense (deciding it sounded better than danger sense) go off and he dodged out of the way startling the man. He then went for more stabs but Peter kept dodging them and Peter then went for a punch in the gut which he seriously felt.

The man decided he was out of his league went running towards the open window and Peter went after him. Peter then saw him scaling down it after going through and Peter then decided to climb back down. The guy managed to get to the ground but Peter foolishly decided to jump down and managed to catch him as they landed on the ground with a thud. Peter managed to get up feeling surprisingly alright after that but did feel like moaning a bit.

He then picked him up and put him down next to a lamp post; he then shot his web sticking him to the lamp post as her went away noticing a police car coming up. He then went up the apartment building and went in through the window. He then silently closed it feeling good about himself.

He then took of his suit and web-shooters; he then noticed something and saw that the robot spider was smashed; he must have accidentally stepped on it. Groaning he then quickly hid his new suit and web-shooters in his backpack. He then went back to bed dozing off.


	3. Chapter 3

The next morning there had been police officers arriving to question tenants and the landlord Mr Ditkovich but they had not been aware of anything going on the previous night until questioned. The man had been arrested and was revealed to be a cat burglar; a man called Hobie Brown a former window washer who had been on parole from prior charges of cat burgling.

He had told the police that he was stopped from even getting into the room he was trying to break into by a masked guy in a red and blue costume who shot out webs from his wrists. Peter stayed as he saw the newspaper and the TV news reports talking about it; the police officers didn't know what to think but knew it wasn't as farfetched as they wanted to believe since the Avengers existed. Still costumed crime fighters were not as common as they were in Superhero comics, shows or movies. Plus they knew the giant web had to come from somewhere.

Aunt May was surprised and a bit shaken knowing there was a cat burglar in their building and somehow there was a new costumed super powered person. Peter stayed silent not wanting to say anything about it in front of her. Especially since apparently she was having some stressful dreams the previous night.

A few days later it was the morning of Peter's first day and he was ready as Aunt May had the news on; the news reporter showed the police sketch of the 'Spider-Man' from the description that Hobie had given. Peter thought that it wasn't a bad likeness and he did like the name of Spider-Man.

Did this mean he was an official superhero and all?

Aunt May walked him to the door and reminded him to be careful; he said goodbye and was whistling to himself as he made his way to Midtown High. He felt better than he did the last time he had walked to school.

He came across several other classmates and students who looked at him with surprise, weary, concern and some even pity. He sighed at this thinking he could get through the day and said it was alright when someone came up to him to say sorry for what happened.

He stopped at the entrance of the student parking area when a fancy red sports car (which looked like it cost more than the combined college funds of the nearby students) came up. The car stopped and out came a bigger smug looking 16 year old boy with blonde hair and a blue sports jacket.

This was his chief tormentor at school; Eugene 'Flash' Thompson who was the star player of the Midtown High Panthers who were the school's football team. He was also the son of Harrison Thompson; a millionaire who ran Union Allied Construction which was responsible for the creation of a lot of buildings in Manhattan. He always liked to pick on Peter for being a nerd and his lower status.

"So Puny Parker is now backing from the hospital; if you came back to milk any sympathy points then don't bother because I am telling you now that you won't get any special treatment from me!" Flash told him with a smug look while walking up to him. Peter didn't feel as afraid of him as he did before; probably because he had gotten spider powers and managed to fight off a cat burglar.

"Wouldn't want it anyway; by the way thanks for signing my card."Peter replied to him and Flash was taken aback for a second for how bold Peter was being which surprised even him. Peter then noticed Liz and the red haired Mary Jane Watson walking up to him to welcome him back.

"No need but thanks anyway and Mary Jane; thanks for the autographed poster. I really like your show." Peter told them and she said it was no problem.

"Wow so you like that lame masked misfits show; not surprising you would like costumed weirdoes. Sucks your first big acting gig is some stupid show cashing in on those Avengers. People waste their time looking up to them when real heroes are sports stars like me!" Flash butted in with Liz and Mary Jane glaring at him.

From what Peter remembered he and Mary Jane were dating the previous year form what he heard but it did not end well and neither did a date he and Liz had went on a month ago. "So Liz; what do you say we ditch the nerd fanboy and discuss going out again?" Flash asked and Liz was about to retort when the deputy Principal angrily walked up to Flash. She told him to move his car immediately as it was blocking the entrance. They then noticed the line of student cars waiting to get in and Peter laughed as he went to the entrance saying goodbye to Liz and Mary Jane.

The deputy principal then welcomed Peter back as Flash begrudgingly went to go park his car.

Peter went through his day going through his classes getting regards from the students and staff alike; some teachers were making remarks that they thought that peter should have had more time before coming back. Peter however was not sure about the attention.

However when he got a textbook form his backpack he noticed he still had his suit and web-shooters in them so he did his best to keep them hidden. However he did have an idea on what to do after school.

Soon enough the end of the school day had arrived; Aunt May had told him that he was free after school as long as he took it easy. Well he won't exactly be taking it easy.

He was in a hurry to reach the gates but it seemed that Mary Jane was in one too as she passed him; "Sorry about MJ; apparently the show's producer wants to go over what she is and not allowed to say in regards to a future interview." Liz explained to him and then said goodbye to him as she had cheerleader practice.

Peter then decided to head to the nearest alleyway to do a little change.

* * *

At the police station of the Police Department of New York (PDNY); being brought into a meeting room was Hobie Brown; an African American man wearing a prisoner's garb. He looked nervously as a man entered in a business suit; it was Nicholas Lee who would be acting as his lawyer.

He knew the real reason for this visit and he had been dreading it ever since he had been arrested.

"I will be working to get you off on bail but he is not happy." Lee stated simply putting down a communication device and pressed it.

"_So Brown; I am astounded by how amazingly you have screwed this up! It was supposed to be a simple job; find Parker's photo files and erase the evidence he had! With him dead and his wife and nephew in the hospital; it was supposed to be a simple job and you actually could have awakened them as I found out they were discharged the very same day! Plus the story of this costumed clown? What do you have to say for yourself?_" said the Crime's Master's angry synthesized voice through the device.

"Look Mr Crime Master sir; I promise that it was all going according to plan, no one could have predicted the Spider-Man! I promise you he was the real deal; enhanced even! He was way stronger and faster than any normal person should be; not even getting into how he made those webs!" Hobie told the Crime Master through the machine fearfully; anyone who worked under the Crime Master dreaded failing any task for him.

"Look at it this way, now you know there is a new player in town! Plus nothing can possibly connect it back to you; all I said to the cops was that I was just trying to rob the place while the family was in hospital. I promise I haven't compromised anything!" Hobie pretty much begged a he listened silently for a moment before he heard him sigh.

"_You will be given a chance at redemption; I will have Lee set about having you released on bail and alter some records in regards to your parole. Don't squander this chance._" The Crime Master told him before the machine was turned off on his own end.

Hobie sighed in relief as Lee told him about how they were going to go about getting him released.

**So the trailer for the Boys on Amazon Prime was released yesterday before the show is released next week. Seems like it could be fun; plus i am seriously asking those who have read the actual comic but is the dolphin a thing there? Plus how weird is it that I am actually more excited for the upcoming Watchmen show despite the fact that there is only the slightest bit of knowledge we know from the advertisement so far?**


	4. Chapter 4

Late that afternoon in the New York District Attorney's office; at the desk was a middle aged man with brown balding hair and a grey business suit. The man was Samuel Bullit; the New York DA and he was with several men as they were watching a news report on the TV.

The news report was showing phone footage of Spider-Man stopping a speeding car; helping to catch a pickpocket who was trying to steal someone's wallet and helping get a pet hamster that had gone out past a window. This was met with the news reporter Eddie Brock talking about it.

"_It appears that New York has a new masked Superhero; for the past few hours an individual in an outfit fitting the description of the one who allegedly caught cat burglar Hobie brown just a few days ago. He has been seen performing several samaritan activities with him being seen slinging about the streets in what appears to be webs coming from his wrists. When asked on who he was the person responded with 'I'm just your friendly neighbourhood Spider-Man'!_"

Bullit furiously got the remote to turn off the TV; "Bad enough we got those freaks the Avengers with their Facility here in New York; but at least they know better than to intrude themselves on stuff that are not terrorists; space phantoms or guys with huge heads connected to computers. We don't need a street level clown messing up the order in the city." Bullit shouted furiously banging the desk with his fist.

"Who knows how the masked boss will react; honestly he has been scaring me with how he has been taking care of people for the last 2 years..." muttered one of the guys; most people who worked for the Crime Master's criminal empire found his moniker too melodramatic and stupid. However they would never say so in his presence and would only use it in his presence; when he was not around they used other nicknames for him.

The door was then slammed open and everyone was alarmed when the Crime Master entered with his security team; they watched him as he went up to Bullit's desk. "Funny thing Sam; I was off to a meeting earlier when I spotted someone in the air. I took a look and it was someone slinging about in a web, he looked kind of liked the guy that busted Brown. I now know he was been going about today playing Hero and I think you can agree Sam that it is a problem that needs to dealt with immediately." Crime Master told him in an affable casual tone as Bullit gathered his voice.

"Listen boss; it's obviously a lunatic whose in way over their head. Sooner or later he will just get himself into a situation where he gets himself killed. No need to worry..." Bullit tried to tell him only for Crime Master to angrily throw a chair to the wall.

"Sooner or later is not good enough Sam because I can't afford it to be later other than sooner. You're my DA on payroll and I am taking time out of my scheduled to help with your re-election campaign; what is the point of having a judge and the freaking DA on hand if can't take care of problems so I don't need to send my criminal men after!" Crime Master thundered scaring most of the people in the room.

Soon Crime Master calmed down and he looked to Bullit; "Sorry for reacting that way Sam my friend. I know you can take care of it; I don't know a lot of how your job works but i know you can put out a warrant for vigilantes." Crime Master then said to him before shaking his head. "I have some ambitions for the both of us and I have been thinking of expanding. I'm sure we can get you to become Attorney General; we are on our way to building something that will make Capone look like an amateur." Crime Master admitted to him and Bullit gave a nod.

"Consider the freak taken care of; I will have a warrant as soon as I can." Bullit assured him and the Crime Master gave a tip of his hat as he then left. "Yeah, he definitely changed in the last 2 years." Bullit told the men when it was safe to. Still he had to admit that Samuel Bullit; United States Attorney General did have a nice ring to it.

* * *

Peter had been ecstatic for what had been his first day as a Superhero; sure he didn't really find any villains to fight since most criminals who would operate during the day would be small time but still it felt amazing.

Plus being able to help people like he had filled him up with so much confidence and pride; he decided to go back to the alleyway where he had hidden his backpack behind a dumpster so he could change back. Of course it took him a little more than half an hour to actually where the alley was as he had trouble remembering.

However his backpack was still there and he took the shortest route possible to get back to the apartment. He made his way up to the apartment and found coming up to the door also was an African American man with grey hair and a dark blue business suit. "Oh you're Ben's nephew Peter, aren't you? I've seen the photo with you on his desk. I'm Randolph Robertson but he may have referred to me as Robbie." The man introduced him and Peter did hear of him from his Uncle Ben; Robbie was the publisher of the Daily Bugle and was his superior.

Peter then went in with him and Aunt May had been putting down a cup of coffee for herself when she noticed them entering. "Hi Peter and hi Robbie; is there something we can do for you?" Aunt May asked greeting them as she and Robbie shook hands.

"First of my condolences for both of your losses; Ben was a real hard worker." Robbie told them sympathetically being straightening himself. "Though I came here to ask if Ben left any work here before the accident. He was involved in a big assignment and I was wondering if he kept anything work related here? I promise you that you will be given the full payment for their use." Robbie told them looking a bit serious.

Peter thought from the look that Robbie had been giving that it must have been some big story. Aunt May then went to the desk marked '**BEN'S WORK AREA**' and then got some data drives which she handed over to Robbie. "Thanks for this Mrs Parker; I wish the both of you the best." Robbie told them as he then left.

Peter then went to his bedroom as he decided that he really needed a rest so he just laid down upon his bed. He looked to his new autographed Masked Marvels poster which he had hung up next to his poster of the current line up of the world famous Superhero team the Avengers.

The line up of their field leader Captain America, Iron Man; Thor, the Wasp, Captain Marvel and Wonder Man. He was wondering if he could ever be up to their level one day?


	5. Chapter 5

The next day Peter had gone out of the door to his apartment to start going to school. He was still pleased about his first official outing as a superhero the previous day. He started to wonder if he could get away with web slinging to school in costume. He paused and decided it would be worth a try.

He snuck into an alleyway and quickly changed into his Spider-Man outfit and put his backpack on his back. He then climbed up the building and ran down until he started web-slinging. "_Hello Peter; are you out looking for crime to fight or people to save again?_" Karen asked him and Peter shook his head as he looked down and waved at the people pointing up to him.

"Not at the moment Karen; that's for later... Karen what are you doing?" Peter asked noticing a loading bar pop up in his heads-up display screen. It obscured his vision for a second causing him to almost slip off a web.

"_I am connecting to the internet for information to help you Peter._" Karen replied and Peter then asked if next time she could do so when he was not in danger of falling. He then saw news alerts and groaned when he saw a report saying Harrison Thompson revealed intentions to run for Senator.

More things for Flash to brag about...

Peter kept slinging until he got a street close to where Midtown was; he jumped down and saw there were police cars nearby. He decided to walk up and wave to the police officers. One of them was blonde haired and looked serious as he then put up his badge in front of him.

"Captain George Stacy and it looks like I found the so called Spider-Man, you're in a lot of trouble kid." The police officer told him sternly and Peter then grew nervous and then began whispering to Karen asking what she was doing when he saw another loading bar.

"I don't know what you mean of why I could be in trouble and what makes you think I'm a kid?" Peter asked doing his best older voice which was not convincing at all. George then pointed to his backpack and Peter paused at this.

"We may need to ask you couple of questions and let you know that you need to stop what you are doing. It seems cute going about in your circus outfit and slinging about on the webs but keep it up and you will get yourself or other hurt or killed. Leave it to the professionals son especially as I have gotten word that the DA is trying to put out a warrant against you on vigilantism charges." George warned him but Peter grew nervous and George was unprepared as he used a web to hoist him up above their police cars and jumped off.

He then began running away with George sending the police officers after him. He then heard Karen say to him "_Peter, I have finished connecting to the PDNY's servers to help you track down crimes in progress._" Peter blanched and was screaming at her that she had hacked into the police's computers! If they found out then they will definitely be after him now!

He then started running and web slinged up and jumped down where the dumpsters were. He then hid behind one as he quickly changed into his normal clothes. He gone out hearing the sirens and noticed Liz running after a slightly older boy he recognised as her brother Mark.

"Mark, what's going on? The police cars would not have scared you so much unless you were in trouble again!" Liz screamed at the nervous looking Mark. He then brushed her off as he just headed for the nearest entrance. Liz looked angry until she noticed Peter was there and startled.

"Sorry, I didn't mean to intrude on your family drama, it's just that I took a shortcut here and it jsut led me here..." Peter muttered but Liz told him it was alright.

"Just that Mark recently got out of Juvie for car theft and I am a little worried he may be falling back into old habits. Nothing you should be worried about Peter as I will deal with it." Liz told him shaking her head as they headed for the entrance themselves.

There was an announcement on the intercom soon after about the police officers outside and that Principal Harrington had it taken care of. Peter managed to pull it out of his mind.

He continued on his day until lunch when he decided to out for some fresh hair and saw Mark outside of one of the janitor's entrance. "Yes Fancy Dan. I know... I will see you after school..." Mark muttered running away.

Peter blinked and turned around to see Liz running up to him, "Peter, please tell me if you heard who Mark was calling right there..." Liz asked him quickly looking like she was about to manhandle him for answers.

Peter said all he heard was that it was some guy called 'Fancy Dan' and Liz seemed hectic. "Just as I feared; he was a loan shark that Mark owed money to. He had been arrested stealing cars to try and pay off his loan... I haven't even confided in MJ about it yet." Liz explained to him and then they noticed Flash walking up to them smirking.

"Liz are you worked up about your stupid convict of a brother; don't bother as crooks don't ever change. Still I feel sorry for being related to a convicted criminal; I know I will never know the feeling." Flash told them laughing out loud with some of his buddies. "Plus having to confide in puny Parker; that is pathetic..." Flash told them with a laugh only for Liz to take one of the footballs and shove it right into his stomach.

She then left in one direction with Peter in the other giving a smirk at the look on Flash's face as his buddies helped him up.

After school Peter noticed some police cars nearby; obviously thinking they might catch wind of Spider-Man if they suspected he came from Midtown.

Peter went away but not managing to overhear Mark going to a taxi asking to be taken to a bar in an a particular street. Peter decided he should help Liz by making sure Mark was not going to get into any trouble.

He took the quickest route he knew to the street; he then changed in an alleyway right next to the bar. He then went up the wall and then stuck the backpack on the wall since there were no dumpsters to hide it behind.

He then went through a window and saw he had went into an empty office. He then noticed a vent and ripped it open to go through. After feeling the air the vent was producing he got through to the other side.

Spying on the wall he noticed the place was quite dark and there were a lot of shady people about (it freaked him out); he then noticed someone directing a nervous looking Mark to an office. He went back through the vent and took another direction and fortunately it led him to where Mark was headed.

Inside there was a man in a purple business suit and a moustache sitting down at the desk and next to him was a taller brown haired man who looked like he had scars and green veins on his face it looked weird. The taller man had a large trenchcoat and a large case next to him. "_Peter I have identified the two individuals; Daniel Brito who was served prison time for embezzlement and money laundering and Jason Macendale; a former United States Military officer who was dishonourably discharged for torture upon prisoners of war._" Karen told Peter and Peter thought that he felt kind of scared right now.

"Nice to see you again Mr Allan; I trust you remember the interest rate of what you have yet to pay back before your 6 months in Juvenile Detention Centre. With the interest rates you now owe me about 15,000 dollars. Shame you were unable to pay it back before you got arrested as back then you only had to pay back a thousand." Fancy Dan told a nervous looking Mark while Fancy Dan was putting his hands together in glee. Peter's eyes widened at that.

This guy was a real crook.

"I invited you back here to begin discussions on how you can pay back; imagine my disappointment when I found a file missing from my office; I think it was a mistake allowing you to go to my office to wait for me while I finished my snooker game. It seems like you were trying to find leverage against me." Fancy Dan told him threateningly and Mark grew scared. "Did I mention this office like many others in the Bar with No Name have no CCTV footage. I imagine your family will be worried sick when they hear of your disappearance." Fancy Dan told him with Glee as Mark was now in hysterics.

"Please Fancy Dan; I will pay you back and more and I will give you the file back..." Mark pleaded as Fancy Dan motioned to Macendale. Macendale then lifted up his arm to reveal his hidden Adamantium blade.

Peter had heard enough and jumped down landing on Fancy Dan's desk; he then shot a web at Macendale's face distracting him. He then took Mark's arms and put him around his neck. He looked to a nearby window and jumped out of it. He noticed his backpack still on the wall and used a web to quickly retrieve it.

Fancy Dan got up and was furious but Macendale was excited; he then took of his trenchcoat to reveal his black bodysuit. He then opened the case which revealed his mask; orange coat and armored backpack which housed his wings. He put it on and was about to uncollapse his wings when Fancy Dan began shouting at him not to be stupid.

That he was going to bring the cops to the place but Macendale feeling excited at the prospect of hunting down an actual masked Superhero pushed him aside as he faced the window.

Peter jumped down as Mark was in hysterics from the ride as Peter put him down safely; "Mark what are you doing with the Spider-Man?" Liz asked suddenly appearing. It appeared that Liz followed him there to make sure he was not getting himself into trouble.

Then Macendale flew out of the window destroying part of the wall in the process. Peter told Mark and Liz to go home and they did but not before Liz noticed Peter's backpack which he had put around his shoulder.

Looks like Peter got to deal with his first fight with an actual Supervillain...


	6. Chapter 6

**Please read and review, i am hoping that this story gets more feedback.**

Peter was trying to web sling away as Macendale chased after him with bystanders trying to run away from whatever was going on. Macendale got from his utility belt a grenade which he flew down at Peter. Peter dodged it but saw it coming across several people so he pushed them out of the way just in time. They went to run away as the grenade exploded causing a wall to come down.

Peter had to dodge as Macendale swooped down on him with his adamantium blade pointed at him, "You last longer than most of my opponents Spider-Man so I'm impressed; a fitting challenge for the Hobgoblin!" Macendale shouted at Peter running across to Peter which he had to dodge.

"Hobgoblin huh? Not a bad name Mr Macendale, I thought you looked like Winged Orange Demon or something like that." Peter told him as Macendale managed to punch him in the guy and take him by the wrist. He then flew up into the air with his wings.

"Karen, please tell me that the suit comes with robotic spider legs I can use to crash his wings!" Peter cried into his mask and groaned when she responded with the negative. Thinking fast he managed to aim his free hand at Macendale's mask and shot a web at it and pulled it.

Macendale was distracted as Peter pulled the mask off and he ended up flying down to the ground. Peter managed to jump and barely landed on his feet while dropping the mask. Macendale got up and his hood was down and his face was seen with his goggles. He picked up his mask and put his hood back up while people took pictures with their phones. Seeing the velvet strap was still secure he put it back on and aimed another grenade at Peter.

Peter managed to catch it and fling it right up into the sky where it managed to explode harmlessly. He noticed Macendale was managing to fly at him and he jumped up and managed to land on his back. He then began punching at the wings until Macendale pushed him off.

Macendale grunted and he noticed the police cars had managed to arrive; he then flew away while he still could. "What, no closing remarks? No 'we'll meet again Spider-Man'? That's kind of disappointing for a Supervillain; you should watch Masked Marvels and see how a masked villain is supposed to act!" He then noticed the police officers coming over and some were aiming guns at him. "Hey guys, look the Hobgoblin is a crazed ex-army guy called Jason Macendale and he was working with a loan shark called Fancy Dan. Hope that helps you catch the guy!" Peter said as he jumped up a wall and began crawling up to the top.

Hopefully he can find a place to get changed and get home safely.

* * *

"_This was the scene earlier when a winged hooded man was terrorising the streets of New York chasing after New York's new masked crimefighter known as Spider-Man..._"

"_Spider-Man managed to make the masked man calling himself the Hobgoblin, flee and get people out of his rampage..._"

"_After the Hobgoblin's escape, Spider-Man had told officers of the PDNY that the Hobgoblin was Manhattan resident Jason Macendale. This was collaborated with amateur footage of the Hobgoblin when he was unmasked which was matched with Jason Macendale's likeness, Mr Macendale served in the United States military before being dishonourably discharge..._"

"_Eye witnesses saw the Hobgoblin fly out of a building which was searched and shown to be the residence of an unlicensed bar. Patrons were questioned and it was the office maintained by moneylender Dan Brito who Spider-Man claimed was working with Macendale..._"

"_Those who menaces endangered innocent civilians and could have caused untold damage upon our fair city! They both need to be brought to justice!_"

It was now late in the afternoon and now the story of Spider-Man's fight was all over the news media and social media. Bullit was waiting in city hall for an emergency meeting with the mayor. He huffed his face knowing that the Crime Master will be furious about this development.

People will be after Macendale and Fancy Dan and they would have to stay at a safehouse that was used as a hideout. They would be after Macendale at his apartment and be investigating the shell company he was supposedly working at but was just a front for the Crime Master's operations. The PDNY would be questioning the patrons at the bar and while he was sure they would be still be too afraid of the Crime master to squeal it would be a huge blow to their operations.

They might have to sacrifice Brito.

He went in when the mayor's secretary told him that he was ready to see him. Already there was the PDNY police chief and seated at the desk was Mayor Wilson Fisk. He was a large bald headed man in a white business suit and his office was decorated with pieces of his collection of Japanese samurai.

Fisk was born Wilson Moriarty and his father Bill Moriarty was abusive and a corrupt city councilman who was arrested for his corrupt activities. Wilson was caught up helping out a criminal who had his dad on his payroll and he ended up spending time in juvenile hall. When he got out and came of age he had his surname legally changed to his mother's maiden name to distance himself from his father (didn't help that his father's family name was that of a literature villain).

He made a fortune of himself in art dealing and being an entrepreneur and it led to him becoming mayor of New York. "People are calling Macendale a supervillain, I prefer to call him what he really is: a domestic terrorist. I want a warrant out for the arrest of Macendale, Brito and anyone else who might be associating him. I want PDNY's finest on a hunt for this maniac." Fisk told them and Bullit gulped.

"Sir, what about that Spider-Man clown? We can't have vigilantes running around..." Bullit when Fisk slammed his desk to interupt him.

"Priorities Mr Bullit, people are loving this masked crimefighter and as long as he is out there doing his Good Samaritan deeds then he has a free pass. If he goes too far then he will be dealt with but until then, Macendale is the priority target! People will not feel safe until Macendale is either dead or behind bars, is that clear?" Fisk asked and Bullit nodded along with the police chief.

He gulped as he left; what was he going to do? The Crime Master was still expecting him to have a warrant out for Spider-Man and now there is going to be a manhunt for his personal assassin.


	7. Chapter 7

**Really enjoyed Far From Home when I saw it today.**

Peter got to school the next day and people were now buzzing about the news of Spider-Man's fight with the Hobgoblin. There were students who were nearby and there was a good chunk of various students saying that the news terrified their parents into giving them curfews.

Peter kept his tongue about all this; he stayed out of conversations about who Spider-Man could be or how cool he was fighting the Hobgoblin or how dope his suit was.

On his way out he passed several of his classmates including a blonde haired girl called Gwen Stacy; she was another gifted science student who would no doubt be on her way to her after school unpaid internship at Alchemax. She was bragging that she had plans to become the next Hank Pym or Tony Stark.

Peter saw Mark running to the door and was worried about how shaken up he seemed to be right now and he couldn't blame him. He was almost killed by the Hobgoblin until he saved him but hopefully with that loan shark now a wanted man he could rest easily.

"Mark has something going on and Liz won't tell me, she said she told you because you saw the two of them talking." said a voice to Peter and then noticed Mary Jane standing there and he was shocked and stunned. Deciding to lighten the mood Mary Jane told him "I am sure they will be okay; if you want me to forget about their troubles by telling you a secret asked about the Masked Marvels then sorry but I am not allowed to."

Mary Jane looked like she cringed at her terrible joke but Peter just gave a weak chuckle before going out. He then noticed Liz running towards Mark talking to Hobie. He glared as he did recognise the man who had attempted to burglarise his apartment.

He then ran forward and saw they were arguing about some sort of file and then Liz came and told Hobie to stay away from her brother. Liz then pulled Mark away but then Hobie noticed Peter and grinned. He walked up to Peter and pretty much put a note into his hand and then walked away.

Peter looked at it and panicked:

**Meet me in the alley on the other side of the road in 20, come as Spider-Man.**

He was wondering how he could possibly know he was Spider-Man? Wanting to take no chances he got changed in the nearest hiding spot and twenty minutes later he jumped into the alley where Hobie was waiting for him.

"You need to work on keeping your identity secret; I wondered how you could possibly know I was trying to get into the apartment. I later taught you not only that you got out of the hospital that day so soon with a clean bill of health but Spider-Man seen with a school backpack? Plus the police thinking you go to your school? I put it all together." Hobie explained and Peter groaned that he left enough clues for someone to figure it out.

Peter looked ready to fight but Hobie told him "I am not here to fight, I need your help. You see your uncle was working on a story of Alchemax CEO Roland Treece drunkenly assaulting a man. He even got photographic evidence of it. The Bugle were hoping that it could lead to an investigation which could lead to evidence of human experimentation at Alchemax and I was hired to find the evidence."

Peter raised an eyebrow and was astonished at the idea of someone wanting to break into his home for a story his late Uncle was working on.

"So Roland Treece hired you to break into my home?" Peter asked and Hobie laughed before shaking his head.

"No, you see Treece works for the Crime Master; the guy who controls all organised crime in New York for the past decade." Hobie explained to him and Peter remembered seeing the photos of the masked criminal online sometime and his uncle Ben always talked about how it seemed like every criminal was afraid of him.

"You see I now know that the writing is on the wall for the Crime Master. The Hobgoblin is his chief enforcer; Macendale was juiced up with some Alchemax super soldier serum and his suit uses stolen flying tech. With the city now wanting him to the point that his pet DA is struggling trying to get the warrant off; sooner or later someone will decide to talk despite the fear." Hobie explained and Peter then asked why not go to the PDNY.

"I can't because I can't risk his spies getting a glimpse of me trying to turn against him; I am already on hot water with him as it is for fudging the robbery. It will not get him far but right now he has judges and the DA on his payroll; he is such an ambitious mastermind he wants to set his sights on becoming a Senator and having his DA become the Attorney General." Hobie shouted with Peter stepping back as he saw the sweat and fear on him.

"I ran afoul of him 3 years ago after my window washing business broke down when I discovered upon his identity but he saw my skills and he had me work for him. In the past 2 years he has been worse. Not only will he sic Hobgoblin on anyone who fails him but he will dispose of the body using Alchemax resources. In the past 2 years he has been a right sadistic SOB about it. I heard word that Allan stolen a file on tax cheats that Fancy Dan was helping Alchemax with and I wanted him to give it to me and help me with this. I figured by coming to you I can get to the one person I can trust not to be on his payroll." Hobie told him and Peter was disturbed.

However he noticed that Hobie said he knew the Crime Master's identity and asked about it. "Nick Lewis or Lucky Lewis; hasn't made an appearance out of the suit in 7 years. He was a planner working for a Maggia crime boss but then came across blackmail material for various other crime bosses and their henchmen. Plus he uncovered blackmail on various politicians and he used it to create his empire and then used the disguise to hide his identity. He has the bosses of Alchemax and Union Allied Construction on the payroll; I was unfortunate enough to see him unmasked talking to Harrison Thompson unmasked." Hobie explained and Peter took it all in.

Wait so Flash Thompson's dad worked for the Crime Master? Well Flash was never a nice person anyway so he might want to get into the family business.

Peter thanked him and said he will try and work on a way to bring the Crime Master down.

* * *

Gwen Stacy was the daughter of PDNY Captain George Stacy; a firm believer in the law. He was critical of the new masked Spider-Man and this morning he was not thrilled when he got the news from the Police Chief that Mayor Fisk declared that Spider-Man would get a free pass.

She didn't really care for the Superheroes; she didn't like how Tony Stark was such a show glory hound about being Spider-Man instead of being focused on his work as a scientist.

She focused on her schoolwork and her internship at Alchemax but was at such a low security clearance. She was upset that there were such miracles of science upper levels.

She knew of projects but were not allowed to know who worked on them or where the projects were at. The projects she was privy too were interesting but nothing compared to what Alchemax had to offer. There were Project: Molten, the GR-27 and of course 'the Suit'. The Suit was a special living suit that was meant to connect to a body and kill cancerous cells but was apparently not ready yet. There were even rumours that Alchemax used cells from a dead alien corpse.

Her trying to snoop into files on the Suit has gotten her into trouble before and all she ever found out about where the Suit was that it was stored in something called '**Locker 14**'. She had no idea where this locker could be but would bide her time until she could find it.

She could wait...


	8. Chapter 8

Things seemed to be quiet for a few days as while Spider-Man could be seen performing good deeds in the afternoon; no one had yet to hear anything about Macendale or the Crime Master. They were on a low profile it would seem.

At the PDNY station; George Stacy was grunting while meeting with fellow police captain Jefferson Davis; an African American man who regularly met up with George. "Still upset about not being allowed to go after Spider-Man? You know we have bigger fish to catch like Macendale; you know the masked domestic terrorist that Mayor Fisk calls him. The Chief said that the Spider is out of his hands." Jefferson told George and he shook his head.

"Well I am sure Frank is all too happy to be letting the masked freak be given free reigns; if you ask me he is about too kind in letting civilians do what we can't. You know we have rules and regulations for a reason, don't you?" George replied and Jefferson knew that George and the Police Chief were on first names terms due to being old army buddies.

As if on cue the PDYN Police Chief came across them smiling while asking George if he could see him in his office; just a talk between old army buddies. George nodded as he and Jefferson went their separate ways for the moment; George entered the office and the Police Chief put his jacket up on the peg.

He was a tall muscular man with a five o clock shadow and the short sleeved shirt behind his jacket showed off the skull tattoo on his left shoulder.

"So George; you know we are having no luck in our little cat and mouse game in trying to find Macendale. You know how dangerous he is; especially since we know he is hiding there somewhere with Supervillain level tech." Police Chief Frank Castle asked George and he sighed saying he had no clue; Macendale was unpredictable even before becoming a masked Villain.

The both of them had served with Macendale in the unit; they were part of a skill kill squad nicknamed 'the Punishment Squad'. However Macendale's brand of punishment was too much for even the others in the squad.

They both knew one thing; Macendale needed to be found and stopped...

* * *

Peter was not exactly happy with having no clue to do about the Crime Master situation or how to deal with Alchemax yet. It didn't help that he had homework and his grades to worry about as to not fall behind. He couldn't afford to but was keeping it in his mind.

Plus if he didn't have enough to worry about; Flash was bragging about his dad's up and coming campaign to run for Senate. He was actually telling his jock friends that it was only the start of his dad's political career; that he actually expects to be living in the White House in a few years!

He knew Flash's ego was high and all but even for him; this was a new level.

Flash was showing off a photo of him with his father smiling; saying it would be used for promotional shots for the campaign to show what a family man his father was. Harrison Thompson was a smarmy looking blonde haired boy who looked like the usual prep school graduate.

Flash had pretty much shoved the photo in his face when Peter passed him. He was tempted to roll it into a ball and throw it at him.

He was going to the entrance area of the school to be away from Flash and his posse when he felt himself being stopped by Liz; "So football hero and upcoming First Son of the US getting on your nerves as well?" Liz asked him and he gave a weak nod.

"Listen Peter; I was wondering about opening my circle of friends so if you are not busy do you want to come and watch cheerleading practice?" She asked looking a bit nervous and Peter was about to say he couldn't.

Then he thought about it and wondered if he could relax and get a day off from being Spider-Man. Plus he was a teenager second guessing an offer to watch cheerleading practice, who was he to turn this down? He then gave a little nod as she told him that she will see him later.

She then went to talk to Mary Jane who said something to her with a smirk and her cheeks reddened. Peter decided to go out the entrance and take the long way to where the gym where cheerleading practice would be taking place.

Perhaps that way he might not run into Flash and his posse.

He spotted a door in the guest car park which lead to a corridor where the dressing rooms were. He then saw masked guys out and taking out Liz still in her normal clothes and her backpack and then shoved her into a crate.

He panicked and realised they must be kidnapping her! Probably before she could get into the changing rooms. He ran towards the truck they loaded the crate onto. The main driver told the biggest guy to take care of the witness.

The big guy threw a punch aimed at Peter's gut to the guy's shock Peter caught it effortlessly with his hand using his Spider-Sense. He then squeezed as hard as he could and the man was yelling in pain.

"The kid is probably juiced; make a break for it!" one of the guts in the truck yelled leaving the one masked guy to Peter's lack of mercy. Peter kicked him hard in the guy and the man was yelling about his ribs. He then saw a cell phone in his pocket and took it.

He then went to a corner behind a dumpster and quickly put on his mask; "Karen; can you please hack into this phone and see check messages!" Peter quickly told her and it brought up his inbox:

The messages including one from some sort of mistress, there were some pics sent to him he was more than happy to forget about but it the latest message the guy sent:

**Got Allan's sister; going to Alchemax now.**

Peter then furiously threw it to the ground and it shattered; the Crime Master or one of his lackeys must still be having a grudge and kidnapped Liz as leverage.

He then quickly climbed up to the roof of the school and got changed into the rest of his suit with his backpack on his back. He jumped down and web slinged as the security officials of the school noticed the goon outside the door.

He went to the direction of Alchemax; he was going to save Liz and if he was lucky find Lucky Lewis the Crime Master!


	9. Chapter 9

The Crime Master had come out of his dressing room on a secret floor of the Alchemax Facility with Alex O'Hirn the huge head of his security team waiting for him. O'Hirn was holding a huge case that the Crime Master had began asking him to take with him for emergencies. He greeted him as well as Fancy Dan and Macendale as they met up with Roland Treece.

"Crime Master sir, we have Allan's sister ready to be potentially turned to molten rock sir..." Treece stated a bit uncomfortable but the Crime Master and Macendale seemed pleased with Fancy Dan seemed unconcerned. "Sir, I must say that I don't think keeping Macendale and Fancy Dan around will be a good idea. Sooner or later they will be tracked back to us especially with them being hunted by the PDNY and not even our connections can save us..." Treece told him but the Crime Master motioned for Macendale to start choking him.

"I own this place and I have stuff here that can ruin you; in the past few days several others started to question me and remember I have the loyalty of a Supervillain and things that will utterly destroy you!" Crime Master warned taking out his ring collection of data drives which contained files; bribes and blackmail material. Some said they don't think it was a good idea but the Crime Master thought that he wanted to use it to intimidate people at a moment's notice and he wanted to dare people to try and take them away from him.

Then came several security guards along with a shaken up scientist. "Sir; Dr Adder here says that Spider-Man is here after Liz Allan!" the head of the security for the facility told them and they looked alarmed.

Macendale dropped Treece but he seemed to be grinning. The Crime Master got his case from O'Hirn and told Treece to get Macendale's equipment ready for him. Treece asked if he was crazy as it will attract attention from the employees to have the Hobgoblin fighting in the facility and they have yet to fix the wings of his suit.

Treece was silenced by a glare from Macendale who told him to get his suit.

* * *

**7 Minutes Later**

Peter web slinged to the Alchemax facility and noticed that the truck he had seen from the school had already arrived. Deciding he could not waste any time he then web slinged to a door at the back and saw a scientist about to go through.

Sticking to the wall he then aimed a web at the back of the guy and then hoisted him up. The man looked afraid as Peter looked at him while holding him by the collar of his shirt.

"A Midtown High student was kidnapped by men and taken to this facility. I beleive they were working for the Crime Master who is connected to your boss... Where is she?" Peter demanded and the man then stuttered before managing to let out a response.

"Mr Roland Treece; he has an important meeting in the top floor and will not let anyone there. It is in a lab involved with Project: Molten; it is supposed to create a new fiery substance that can melt down hazardous materials quicker. He has a meeting with some VIP guests so if they have taken her anywhere then it will be there..." the guy told him and Peter smiled as he then dropped him onto the ground.

Peter then ran back up to the building and then saw a window on what would be the top floor and then pushed through it. There wasn't anyone in the alley way and he then noticed the door to Project Molten that wasn't full closed so he then quietly entered through it.

He had saw they had placed Liz in a glass chamber and she looked weak with them saying they had given her drugs to sedate her and also to see if they can bring her back in a recognisable shape to torment Mark.

Trying his hardest to block them out he saw someone turn on a machine which caused Liz's glass chamber to be filled with red light but Peter then went and kicked the machine taking the power out. He then pushed his way through the men and then shattered the glass chamber. He then got Liz out checking on her to make sure she was alright.

Peter felt his Spider-Sense as Liz was finding herself; they then heard a voice on the intercom:

"**We have a masked intruder on the top floor. Employees continue as you are but all security please respond.**"

Peter realised leaving a scientist who knew what he was after in the facility after interrogating him was probably not the best idea. Liz began screaming as Peter ran out of the room scaring her.

Peter then saw some of her clothes were ripped so without looking at her he then stole a scientist's coat to cover over her.

Peter then picked her up carefully and held tight around her as he then ran and jumped out the window and managed to land on his feet shaking her some more.

"Please don't try that with me again... But thanks Spider-Man..." Liz told him gratefully and Peter smiled as he then took her to the entrance area where a police car. Was driving by and Peter got its attention. He then took Liz to it and said he just rescued her from being kidnapped at Alchemax.

Peter felt his Spider-Sense go off and then pushed the police officers and Liz away as they then saw the police car being blown up. Thankfully they were alright. Peter looked and had Karen magnify his mask's vision to see the Crime Master there holding a bazooka (from the case he had brought with him).

"We got the girl and we will make sure she get's home safe. We will call for back up and you see if you can take care of Mr bazooka inside the building!" An officer told Peter and he saluted them and gave one last look at Liz before going off towards the building.

Liz whispered at him "good luck Peter..."

Peter climbed up the building and got to the bottom of the window he had broken in and out of and heard Roland Treece and Fancy Dan arguing with the Crime Master. Treece was yelling at his boss wondering why he thought it was a good idea to set off a bazooka in the facility during daytime.

It would attract unwanted attention.

"I agree since it gave your friendly neighbourhood Spider-Man a reason to come back." Peter yelled jumping in taking out Fancy Dan and Treece with a jump. O'Hirn charged at him along with teh security force but he jumped out of the way and onto the ceiling at the last moment.

They all knocked into eachother and Peter jumped down onto them knocking them out. The Crime Master aimed his bazooka at Peter but he knocked it out of his hands. He then caught the Crime Master by the collar.

"Looks like I get to see Lucky Lewis unmasked as the Crime Master, be sure to say that you would have gotten away with it too if it wasn't for you meddling Spider-Man!" Peter told him with a smirk as he then ripped off the mask of the Crime Master.

He was stunned by the angry look of the guy underneath the mask.

It didn't resemble the photo of Lucky Lewis that he had Karen brought up from his criminal record at all. However he knew exactly who this guy was; he saw the guy's photo only earlier that day.

It was Flash's father; Harrison Thompson.

**True story; O'Hirn wasn't originally going to be the huge main bodyguard of the Crime Master. I intended him to manage to take over the crime organisation with him stating that it's time to a new kingpin; revealing him to be Fisk. It was to be a reference to Daredevil: the Man Without Fear but I decided to change it so Fisk is now the Mayor in this continuity.**


	10. Chapter 10

Peter held the glaring Harrison Thompson in his grasp as he just stared bewildered. "Oh I get it, you are working for the Crime Master and he made you be a decoy or a body double; still impressive he could get the head of a construction company as his patsy." Peter said out loud thinking about it for a second but Harrison just laughed.

"Oh no Spider-Man, I am indeed the real deal Crime Master or at least I have been for the last two years." Harrison told him to Peter's confusion. "So you masked miscreant; allow m to detail my tale now that you know." Harrison told him and Peter just continued staring at him wondering if this will explain anything.

"I was always considered just one of those kid who will only get by their family's money and their future inheritance. Was seen as such at the snobby prep school I went to; that was motivation for me deciding to send my son Eugene to public school so he can learn humility and build his own destiny as a football hero." Harrison started and Peter scoffed; Flash certainly acted like he would fit right at home at those prep schools.

"Dad retired and I took over a head of Union Allied Construction; I tried to build a name for myself but everyone just saw me as one of those billionaire snobs. I decided to branch out and bought several failing science companies including the Life Foundation. It was founded during the Cold War to set up communities for their rich clients and protect their fortunes and lifestyles after Armageddon. Couldn't save them from dying out due to Level 7 Bankruptcy; got the majority shares relatively cheap." Harrison said with a bit of a laugh and Peter had to admit he was chuckling a bit at that. "With those labs I founded Alchemax and got a friend in Roland Treece to be the public face; still I was seen as just a fake smiling billionaire. However that changed almost a decade ago when I met someone." Harrison continued and Peter realised what he meant.

"Lucky Lewis." Peter answered and Harrison gave a little nod.

"At the time I was in the middle of a big project but was having trouble acquiring the land that I needed. Lucky Lewis came to me offering a partnership; he said he had the blackmail needed to force the landowners to sell to me relatively cheap. He succeeded and our partnership started. He relayed to me his plans to use the blackmail he had acquired on other crime lords to start taking the organised crime in the city. I was the one came up with the idea of using the masked persona and he agreed and thus the Crime Master was named by the media. I funded his operations as he slowly began taking over the crime rings in the city and I was the one who came up with the idea of using the experiments at Alchemax to get rid of bodies or people that need to be eliminated. He was hesitant at first but he eventually came around." Harrison continued and Peter looked like underneath his mask that he was going to be sick.

"It continued on for years as he built his reputation and far around him with me using Alchemax getting rid of competition that wouldn't play ball or other people of interest. Still I still felt like I was not getting the respect that I was owed but that changed when Macendale came into the picture 2 years ago." Harrison told him and then Peter raised an eyebrow.

"He was out of work after being dishonourably discharged and I met him when he volunteered for a low dose of the performance enhancing serum. It was originally conceived during the days of Life Foundation to create super soldier guards for the community but there were always sanity related side effects. However it seemed to work on Macendale after a low dose since he was a bit unhinged anyway; I managed to get his loyalty by promising him that he could kill and torture all he wanted as my personal assassin. Let me tell you it was a hard time convincing Roland of creating advanced body armor for him to be my own personal Super Villain!" Harrison laughed and Peter shook his head.

"I knew where Lucky Lewis stayed and I had Macendale got rid of him as his first task as my Hobgoblin. It worked to my advantage donning the mask, voice enhancer and getup to take over as the Crime Master. I knew where his blackmail and resources were; over the years I had managed to memorise his tactics and how he ran his empire plus not a lot of people knew of my connection to him. After using Macendale and the blackmail to silence all the other people who knew Lewis was the Crime Master: I had successfully taken over with no one knowing he had been replaced!" Harrison finished and Peter let go of him looking at him unimpressed.

"So you go from a smarmy businessman to a smarmy replacement, who then took advantage of the hard work and used the loyalty of a psycho to bully your way into taking over his empire." Peter told him and Harrison was furious.

"How dare you make light of my achievements; I run this city and it will expand throughout the entire country! In time I will become the President of the United States as well as the Crime Master of the entire country! I will have the resources to get rid of the 22nd amendment and be the commander in chief for life!" Harrison snapped and Peter jsut stared there dumbfounded.

So Flash pretty much inherited his overflated sense of himself and his ego from his dad; it was quite obvious he would never have had the Crime Master's empire if it wasn't for Lucky Lewis building it up doing the work for him.

Peter then dropped him to the ground with a thud. He then got up to glare at Peter some more.

"Wow you are the most arrogant wannabe crime lord ever; you just wasted your time telling your backstory to me. You might have thought it would make impressed but I am not!" Peter told him shaking his head but Harrison laughed to his confusion as he got his mask and hat.

"Oh I don't think it was a waste of time at all because it served the purpose of distracting you so that my Hobgoblin will get his gear ready!" Harrison gloated and Peter then noticed Macendale in full armor come out on the left.


	11. Chapter 11

Peter had to dodge quickly as Macendale sent several grenades his way and he was quickly getting tired (as well as steering clear of the knocked out guards and Fancy Dan). As he was catching his breath he was unable to act as Macendale got out Adamantium blades from both of the gauntlets of his armor and charged at Peter.

He then managed to slit some cuts at Peter's elbow which he groaned at and Macendale then picked him up and pushed him towards a wall to one of the rooms. "I don't need my wings or blades to beat you Spider-Man; I didn't need fancy gadgets or weapons when I was out killing enemies of the US in the battlefield. To think that they thought I went too far!" Macendale boasted as Harrison got his bazooka and aimed it at Peter.

Peter narrowly managed to dodge and it created a hall in the wall. He got up and noticing a fire alarm decided that he needed to make sure no one would be getting hurt if this fight went somewhere else; he then pushed it activating the loud alarm.

This distracted Macendale and Harrison so Peter checked his web-shooters and replaced them with cartridges from his backpack. Getting an idea he used some spare cartridges and threw them Macendale after crashing them. It caused his mask to be filled with web obscuring his sight.

Peter managed to knee him in the guy and sent him towards some locker and managed to push his head towards the one marked '**14**'. Macendale then pushed Peter aside and removed his mask. He then went and grabbed Peter's wrists and then flew up in the air while pushing him towards a wall cracking it.

Peter groaned as he made sure his ribs were alright and then went out of the way as Harrison used the bazooka again and it caused a hole in the wall. Peter then noticed damaged wing was not fully repaired and it got him an idea. He jumped up and took Macendale by the back causing him to crash onto the ground.

No one noticed a dark purple ooze slither out of locker 14.

He then took his arm with the Adamantium blade and sued it to cut off the malfunctioned wing. He then kicked him in the gut and used his webs to have him covered his arms. He was trying to get out of it giving Peter the opportunity to kick him in the gut enough times to knock him out.

Peter then went and easily disarmed Harrison of his bazooka while taking him with his left arm and then used his other one to toss Macendale next to Fancy Dan. He then used his web to web him up some more.

"You can't! I can't go to prison! I control all organised crime in the city! If I go down my empire will crumble without their leader! There will be a gang war that will threaten the entire city; I am the only one who can keep them under control!" Harrison's panicked voice pleaded in his voice synthesizer managing to make him sound even more pathetic than he had looked.

"You really do have a stupidly enormous sense of your own importance; the city will be much better without you and your Ben Affleck voice." Peter told him as he then ran and jumped out of the first hole in the walls.

Harrison screamed like a big baby as he then landed and looked at the assembled police officers and evacuated employees. He then gave Harrison to the police officers as he then web slinged off.

The police then entered the facility as Harrison was unmasked in front of the news crew that had arrived.

* * *

Harrison Thompson had been arrested for his activities as the Crime Master as well as Macendale, Fancy Dan and Roland Treece for his role in things as well the evidence of unethical experimentation (not to mention when the Daily Bugle showed their evidence of Treece's drunken assault). Thanks to his reckless use of a bazooka Harrison was not only arrested as a crime lord but also for domestic terrorism.

The FBI had looked to his collection of drives which showed evidence of who he collaborated with and missions he brought out; the list of crimes he and his associates would be charged with was growing.

The drives were used to arrest his associates including his paid off judges as well as Samuel Bullit. Not only was his re-election campaign now a goner but so was any hope of him seeing office as Attorney General.

A few days later at the end of the day Peter was going to the entrance and hid a small smile as Flash was seen furiously walking with his friends to football practice. His reputation had definitely taken a hit as the dad he was bragging about being the next Senator and future US President was now arrested for being a masked crime lord and it had impacted his home life.

Those who were being tormented by him before now laughed at him and made jokes when no school staff were around; Flash was already caught twice almost resorting to physical violence against them so he didn't want to risk his place on the team. Still students were still encouraged not to bring it up but after school off the grounds all bets were off.

Peter had smirked thinking that it was nice seeing Flash a sort of social pariah though his jock friends were still by him and still some saw him as the school's football hero.

Peter went out of the entrance with the gift package and card the school had done for Liz. She was being kept home by her parents for the moment due to her kidnapping ordeal.

He met up with Mark as his and Liz's dad would be taking him to their house to give Liz the card (Aunt May had already given him the okay saying it was alright, she had telephoned them to go over it). Peter went in the car as they were driven to the Allan's fancy living house.

He went in and saw that Mary Jane had already arrived and showed Peter to Liz's bedroom where she was lying in bed. "Hi the school had put this together and I volunteered to give it to you. I insisted on doing it since you were the one who brought it to me when I was off school due to a traumatic incident." Peter told her giving her the bag and she smiled sweetly at him.

Mary Jane smirked at Liz as she said she was going to leave them alone for a second. "Thanks Peter and sorry I didn't see what a great guy you were before. Flash picked on so many kids and I was guilty for not standing up to him more often. Can't beleive I even went out with him at all." Liz told him regretfully but Peter told her that it was alright as she was not the idiot's keeper.

"I thought you were cute before but when you got back to school feeling more confident plus you comforting me about Mark. I see the great guy you were and not just the scared bullied kid I saw before." Liz told him to which Peter blushed. "Plus thanks for saving me." Liz told him with a smirk to which his eyes widened.

"Come on Peter, Spider-Man is seen with the same sort of backpack you have and after you learned about Mark; you ended up saving him from Macendale. So thanks for saving the both of us." Liz responded and Peter sighed.

"Please keep it between us; Aunt May doesn't know yet..." Peter begged and was relieved when she nodded; "So if you like me do you want to go out sometime; maybe when you are allowed out of your bed again?" Peter whispered and she nodded when Mary Jane re-entered.

Liz turned on their TV before Mary Jane could ask what they talked about and they saw it was an episode of Masked Marvels where Speedball and Jackpot were teaming up against Mysterio; a sorcerer supervillain with a fishbowl like helmet and dark purple flowing cloak.

As the three teens watched the show together (with Peter excited as it was one of his favourite episodes) Liz wondered when she would confide in what happened the day before:

_Liz had gone to the bathroom and looked in the mirror and was feeling a bit tired; she clicked her fingers and saw that a flame sparked for a second and she saw her hair turn flaming red. She blinked and saw her hair was back to normal._


	12. Chapter 12

Eugene 'Flash' Thompson was anything but happy at the moment; about 2 weeks ago he was happy: he was an untouchable football hero and he and his friends made sure that the nerds and losers knew their place. He was from a wealthy family and his dad was a known businessman with political aspirations and support from his friends.

Then it all went wrong.

His dad had been arrested and unmasked as the Crime Master at Alchemax. His perfect life had come crashing down; there were people making fun of him behind his back and now there were police and FBI officials regularly check out their expensive house for more evidence against him.

Not only that but the story had hit the news at the worst possible time for business: Union Allied had made a promo talking about their CEO's intention to run for senate and they were giving him their full support. It was talking about the policies and issues he would be fighting for and it ended with:

"_Harrison Thompson; a man you can trust!_"

It was a great promo but the problem was it debuted during the commercial break of the biggest news program in New York; the last one before the breaking news of what happened in Alchemax. The Union Allied board of directors and other high ranking officials were watching on a big screen TV and were popping out the champagne.

They were about to pour when the live news coverage showed the police officers unmasking the Crime Master as Harrison Thompson. The bottle was pretty much dropped and broken on the floor.

The company's stock had gone down and they had lost possible deals that were a sure fire and only waited to be officially signed. They had to do damage control by breaking all ties with Harrison. This also affected the other businesses that he had a hand in: due to the incident, that Harrison was pretty much the majority owner of Alchemax and the pending story of Treece's assault plus the investigation into their illegal experiments it was safe to assume Alchemax was dead.

Flash didn't blame his dad at all; all he was doing was keeping crime in the city under control. No he only blamed those who were foolish enough to have him arrested; he especially blamed the stupid masked menace Spider-Man.

He never liked Superheroes; thought they were childish and stupid. He would make fun of his ex Mary Jane Watson for her role in that stupid Masked Marvels TV show. He would make fun of anyone who liked the stupid show plus the Avengers. Just a bunch of grown up show ups that were too old for Halloween with their freaky powers. They stole the spotlight and fame that belonged to real heroes like him and his dad.

Late one Friday afternoon he was at small private gym where he was doing his best work up with barbells and punching a bag with a picture of that stupid Spider-Man. It was so unfair; his father he was told would likely spend the rest of his life in prison while the masked menace was being hailed as a hero!

He had such hated for the Spider, such venomous hatred...

He didn't notice a dark purple ooze come out from a door slithering away looking for someone with enough negative emotions to be a suitable vessel. It had finally found it...

* * *

At that same time Liz had finally got her parents to allow her to go out for a while but she was to be back by a certain time. She had found a place to hide in a seldom used park. She had a yellow fireproof jumpsuit that she got as a souvenir form when Mary Jane took her to the stunt department of her TV show.

She had hid it with a long coat she had from her closet; after making sure no one was around she then took the coat off and put on a pair of orange goggles she had found lying around.

She then clicked her fingers and the flames appeared, concentrating she found she could have fire appear in her hands before switching it off. She however found herself accidentally managing to make herself float in the air so she could practice on controlling it.

If she did have powers now she thought she might as well learn how to control them. At the moment she was not sure if she even wanted to be a Superhero at all. Still she had played with names and the best one she could think of was Firestar.

* * *

Early that night Peter was out as Spider-Man looking for thugs to beat out; with the Crime Master being ousted the gangs were spreading around trying to divide the territories of the city. He was sure it would die down.

Still he was happy that Harrison Thompson was behind bars and Macendale was actually heading to the supermax prison made for superpowered criminals called the Raft. It was built and maintained by SHIELD (Strategic Homeland Intervention Enforcement and Logistics Division) which was a UN sponsored counter terrorist force that also created the Avengers. Peter heard rumours online about how scary and shadowy the organisation was as it dealt with the unusual around the world.

He was hoping he wouldn't be a target for them but then against they created the Avengers so they must be pro Hero at least. Plus he was sure they would have already come after him if they wanted to since their base was the Triskellion. It was an island tower just on the water of Upper Bay, Manhattan.

He interrupted a meeting between two gangs and made short work of them. He then got the attention of the police and joked as he then web slinged off "this ends this scene of this low rent remake of Warriors."

He got to his apartment and climbed through the window to his bedroom and quickly went to bed after changing out of and hiding his suit. Aunt May went in and noticed Peter who had just his eyes.

She then went and kissed his cheek before going out. Peter was feeling guilty about keeping this a secret from Aunt May but knew she would have a hectic reaction knowing what he was doing as Spider-Man. She already had been through so much as of late especially with the headache problems she had been dealing with.


	13. Chapter 13

That Saturday, Peter had gotten up in the morning managing to get a good night's sleep. The previous night he had called it an early night as Spider-Man as the gangs decided to be quiet and wait probably not wanting to deal with Spider-Man.

Liz had asked if he wanted to come with her on a day out (not as an official date but one where they were friends) and Aunt May had said it was alright. He got to the living room and saw Liz already there waiting for him and she and Aunt May were smiling at him. "Go on Liz; tell him." Aunt May nudged her and Liz walked up to him.

"Peter; you know today they are taping a behind the scenes special for the next season of Masked Marvels?" Liz asked and Peter gave a nod thinking about how he was looking forward to watching it on TV the next day. "Well, being the best friend of one of the show's stars has its perks and MJ asked if you could share the perk as well." Liz told him smiling passing something into his hand.

He looked and was frozen when he saw was it was a backstage pass for the event; "Please tell me this is not just an elaborate prank?" Peter pretty much begged and she shook her head. Peter squealed and then hugged her in thanks before letting go causing their cheeks to go red.

Peter went to get his backpack and then put in his action figures of the four main characters Speedball, Jackpot and of course his favourite character Night Thrasher. He had saved up his money to get the team and he thought it was well worth it.

Aunt May laughed and led the two teenagers to the outside and told them to have fun as they went in Liz's family car as Mark had driven them to the studio. Peter laughed as Liz was embarrassed to admit she had yet to pass her driver's test.

After an hour car drive they arrived at the Excelsior studio which is were the show was filmed. "I will be here for when you get back plus do not get into trouble or get hurt; mum and dad will kill me if you do under my watch. Trust me I don't need to face their ire ever again..." Mark muttered to the laughter of the two teens.

They went to the entrance and showed the security guards their backstage passes and were allowed in. They looked at the crew around and Peter almost had a heart attack of glee when he spotted the set of the lair of the Masked Marvels.

"Hiya Tigers; looks like you hit the Jackpot!" said a voice and they saw Mary Jane in her Jackpot costume; though he saw her at school it was amazing seeing her in costume live and in person. She was using the catchphrase of her character, 'face it tiger, you just hit the jackpot!' which she would use after she surprises a bad guy with her appearance and goes in for an attack.

"Like it here Peter?" Mary Jane asked and she and Liz got their answer as Peter was enthusiastically looking at the sets and props he could spot. Mary Jane then told him to come with her but Liz had to drag Peter away before he caught his bearings again.

Peter then squealed in fanboy delight when he saw they were taking him to the other two stars of the show in their costumes. Tom Jenkins who played the team's leader Robbie Baldwin aka Speedball and Donyell Taylor who played Dwight Taylor (funnily enough) the Night Thrasher.

Peter was excited to see Donyell as Night Thrasher was an awesome hero; he was a young African American teen to a wealthy parents whose parents were killed in front of him when he was younger (pretty much Batman's origin). He went on to excel at gymnastics and self defence and used his skills and his body armor plus twin batons to wage war on criminals. He would end up joining Speedball and Jackpot in the team in the 3rd episode and would pretty much become a popular character.

To the point there was an online petition for a spin off show starring him which Peter had signed.

"So you are the Peter Parker we signed that poster for; the one who goes to school with MJ here and ended up in hospital?" Tom asked and Peter gave a nod excited they remembered his name. "Sorry about the accident; it claimed your uncle as well so hope the best for your family." Tom said apologetically but Peter said it was fine.

"Remembered the name from all the letters from you that I have in my fanmail bag." Donyell commented and Peter was embarrassed but Donyell just laughed. "It's cool; nice to have fans." Donyell assured him and he was squealing again to their amusement.

Peter got out his phone and asked if they could have a picture together and Liz said she would take it. Peter smiled along with Mary Jane, Donyell and Tom as it was taken. Then they suddenly saw a large tyrannosaurus rex appear before them.

"_How did it appear, why did it appear and why did my Spider-Sense not go off?_" Peter screamed in his head as they jumped and turned around to see an echoing laugh.

They saw a man in the Mysterio costume shout in a hammy synthesized voice "**foolish youth of the modern age; you rely far too much on your mobile devices. It has made the spirit of mankind weak but fear not as the Master of the Mystic Arts; Mysterio will destroy modern technology to save mankind from itself!**" Then the man took off the fishbowl helmet and showed a handsome Jake Gyllenhaal esque face. "Sorry about that couldn't resist." said the man laughing as he then picked up a cube from underneath the dinosaur and it disappeared.

"Holo-Cubes; Dan the special effects guy invented them and it helps with the special effects to have them in front of us for certain scenes." Mary Jane explained to Peter and Liz; Peter was feeling foolish for believing even for a second it was a real dinosaur.

He then looked at the man and knew it was Quentin Beck the actor who played Mysterio in the show. Mysterio was a recurring enemy of the Masked Marvels; an immortal sorcerer who went on an anti technology rampage upon being released in modern day.

Quentin Beck was an actor who through the 80s starred in various B-movie esque action, horror and alien invasion movies. He had starred in a serious drama film called the Life and Times of Francis Klum; which was a critical flop and Beck was criticised for trying too hard to be serious in his acting.

In the 90s he had created, wrote; directed and hosted an anthology TV show called Tales to Astonish which had ran for 3 seasons. It was there where Peter mostly knew him from besides playing Mysterio:

_Peter had excitedly joined Uncle Ben as they watched the TV; it showed Quentin Beck in a business suit sitting down on a chair next to a fireplace holding a book. "__**My friends you are about to witness a collection of most peculiar stories. I warn you well in advance that from the general set ups that you may have a pre conceived notion of where the story will go and end. You may be shocked if it turns out that the stories goes to places that you might not expect them to and an ending that may take you completely by surprise. For you see ladies and gentlemen these are... Tales to Astonish!**__" Beck said to the camera as the theme music played and the camera zoomed in on the title of the book he was holding as the opening credits played._

"It is an honour Mr Beck, not only are Mysterio's episodes some of my favourites but I used to watch reruns of Tales to Astonish when I was younger with my Uncle Ben!" Peter squealed shaking Quentin's hand, "I always wondered; how do you see through the fishbowl helmet?" Peter asked and Quentin showed him the inside of the helmet.

"Basically there are lenses and a two way mirror glass made into it; just like how the Red Hood helmet was said to work in Batman: the Killing Joke." Quentin explained to him before putting the helmet underneath his shoulders like he was a race car driver or an unmasked Power Ranger. "Oh yeah you are too young to have read the Killing Joke; when you are old enough to read it do yourself a favour and stick to the comic. Ignore the animated movie unless you want to skip the first half hour. Trust me for all the criticism the comic gets for how it portrays Barbara Gordon; it is nothing compared to the first half hour of the animated movie." Quentin told him to laughter of the teens.

"Quentin is the cool uncle of the cast; we kind of wish Mysterio was in every episode so we could keep having excuses to work with him!" Mary Jane told Peter and Liz as a less than attractive man came and got the Holo-Cube from Quentin and the man looked incredibly happy to see Quentin. "That's Dan the special effects guy!" Mary Jane then explained to them as three young actors were called to where the behind the scenes crew were waiting for them.

They left and Liz asked him if he wanted to get a closer look at the sets while he can and he eagerly agreed. They went to one of the sets of the temple which Mysterio used as a hideout. Then Peter felt his Spider Sense go off and held Liz back as they then saw there was a small explosion of the set.

Everyone turned to the direction of where the explosion was as staff were quick to go to the fire extinguishers...

**Yeah my original idea was to wait for this storyline but after seeing the latest chapter of Radical Spiderman by Autistic-Grizzly (check it out please to help another Spidey reboot story) deal with its own take on Mysterio I thought why not do it here. My plan for the next storyline will come after this one.**

**Also this is the day where I finally got my own copy of Batman: the Killing Joke. It's the Hardcover deluxe edition and I was pleasantly surprised to see 'An Innocent Guy' reprinted in it as I remember the story from an issue of Batman Black and White I had.**


	14. Chapter 14

Flash was looking at his reflection his bathroom mirror making sure he looked alright; after the day at the Gym he was feeling tired. Plus he was sure he was hearing voices in his head while he was sleeping and that he imagined a monstrous face in his reflection when he looked in his reflection.

Probably just stress from what happened with his dad and he was overreacting. He needs to concentrate or else this will affect his performance on the football field; after all someone needs to restore the rightful goodwill to the Thompson family name.

* * *

People were looking back at the explosion was with concern; Peter noticed several people had entered including Stan Ditko who was a writer and the showrunner and there was the producer Joe Goodman. "Probably a fluke accident; let's section off this area while they investigate..." Joe said nervously as the security guards were sectioning off the area to investigate.

"Listen to Joe guys; it was probably a freak accident. They happen from time to time but we just need to make sure that we stay away and let the professionals handle everything." Quentin told everyone assuredly with a charming smile. "I am going to go for a coffee..." Quentin then said exiting through a door to a hallway with Dan following him.

People were still nervous but then was calming down as they went away from the area; "I am just going to go outside for a minute to calm down and catch my breath..." Peter told Mary Jane and Liz though Liz caught his yes and realised what he was actually going to do.

Peter then ran out to the door and found a secluded area to change into his Spider-Man outfit; "_Don't think I need too many people knowing Spider-Man is here because they would wonder how he knew about the explosion and how he got here so fast..._" Peter thought in his head as he decided he would have to do this stealthily.

He then hid his backpack behind a dumpster as he then sneaked through a door and was in a hallway. He then climbed onto the ceiling and began crawling down to the filming area that he was in before. He climbed up the wall and had Karen amplify the lenses so he could look around.

He noticed Joe talking to the interviewers explaining how initially he was not too keen on the idea of a show about teenage Superheroes; "_I will wait until tomorrow to hear that unless something else happens here that cancels the special..._" Peter thought in his head as he then silently walked up the ceiling to spy on where the explosion happened.

He then saw the security guards examining what looked like a bomb. "I have a bad feeling about this Karen; looks like we have a saboteur on the set..." Peter muttered to Karen as he continued walking up the ceiling. Looks like someone had planted a bomb on the set.

Who could it have been and why? There were only Peter and Liz so were they targets like Liz was targeted by the Crime Master's organisation because of her brother's debt? Unlikely as they were being rounded up by the FBI plus how could they have known they would be here?

He looked as the door that Quentin had entered slammed open and he went back in looking quite serious. "Let's get this over with because the sooner I can get out of this ridiculous outfit, the better..." Quentin shouted to looks of confusion to those who were watching him.

"Okay was his coffee spiked with behaviour pills or something?" Peter muttered under his breath as he watched him go to a corner and take someone out of his cloak and drop it. He walked back to the door and then sat down. Peter made sure he was directly above where Quentin had put the object.

He then quickly web slinged it up and saw it was some sort of robotic drone. He had Karen do a scan of it. "_This drone is armed with various rounds of ammunition, Peter._" Karen told him and Peter was now afraid plus did this mean that Quentin was behind this?

He had Karen show scan him and show him the wires to pluck out to disable it as it was a bit too advanced for him; no matter how gifted a science student he was. Especially since he was still in High School at the moment so robotic attack drones was out of his expertise.

After disabling it he then jumped down and put it back. He used a web to zip back up to the ceiling.

He looked to Quentin who smugly pressed a button on some sort of remote control only to grow confused as nothing happened. Peter laughed to himself as he watched Quentin angrily keep pressing the button.

He looked like he wanted to shout but then went back through the door so Peter silently jumped down and went to the door. He then entered it to see Quentin in the middle of a rant "how did it not work! Well I can still go forward after fixing whatever happened and if not there are still more drones..."

He then noticed Peter there and ran panicked but Peter caught up with him no problem, "Why did you do it Mr Beck? You are on an awesome TV show..." Peter asked holding him by the high collar of his cloak but was interrupted by Quentin trying to headbutt him.

It had no effect but Peter was distracted as it looked like Quentin's face was malfunctioning for a second? As if it was glitching?

Whatever happened it was enough to distract Peter for Quentin to get out and ran to a door at the end of the corridor. He then heard groaning in a closest next to him and he opened it to reveal... Quentin Beck?

Quentin looked like he was knocked out and he was wearing a green bodysuit which Peter saw promo pictures online of; it was the bodysuit he wore underneath his cloak. "Wait, aren't you that Spider-Man guy? The one who took down the Crime Master? Where am I? Last thing I remember is that I went to get coffee and then I think I was knocked with a tranquiliser..." Quentin muttered and Peter was feeling relieved that Quentin didn't seem to be behind this.

"I think someone is trying to sabotage the set here and for whatever reason the saboteur is trying to frame you." Peter explained to Quentin's shock. "Why don't you go to saftey Mr Beck while I go and find your imposter." Peter asked Quentin didn't need to be told twice as he then ran through the door back to the set.

Peter then ran to door that Beck's imposter had went into and saw it was the special effects lab, he rushed in and saw there were several other drones in the room. The walls were covered with photographs of Quentin as well as posters for his movies and TV show. It was almost like a stalker shrine.

At the desk Peter saw the imposter was at the desk repairing some sort of mask made of circuits and mini circular devices. The man jumped noticing Peter had gone in, "Spider-Man! You will ruin everything!"He snapped at Peter putting on the mask.

Peter got a good look and Peter recognised him as Dan the special effects guy. The 3nd time he would have to deal with a masked criminal who was pretending to be someone else. His face then transformed back to resemble Quentin; Peter realised it must be some sort of holographic mask.

"Okay Dan, before I catch you and hand you over to security I must ask why are you trying to sabotage the set; put the crew and civilians in danger of being killed and trying to frame Mr Beck for it?" Peter asked as Dan got his remote to activate every drone in the room.

"I am doing this for Quentin Beck's own good, after all..." Tim said slowly glaring at Peter whose Spider-Sense was going off. "I am his biggest fan!" Tim finished ordering the drones to kill.

**Joe Goodman was named after Joe Quesada and Martin Goodman. Also the mask is inspired by the hologram disguise mask from Captain America: the Winter Soldier.**


	15. Chapter 15

**I bet I got your attention for what happened last chapter, let's see how it paid off. Leave your expectations at the door...**

Peter had to jump out of the room as the drones started firing at his direction; he saw they were heading for the set while some were still firing at him. He then had to keep dodging doing his best to avoid the shots.

He managed to use his web to take two drones at once and then redirected them to be shooting at others. He then bashed them together and went to the drones going to the set, "Everybody out, Dan is controlling killer robot drones!" Peter then shouted to everyone while punching the nearest fire alarm.

The remaining drones then began firing at the beams and the ceiling causing debris to fall down. Quentin was doing his best to help evacuate the staff but then they had to jump away as a piece of debris blocked the nearest exit and they went to try and go for the next one.

Liz noticed everyone was distracted and deciding to quickly got up the in air and fired fireballs at several debris sending them into smaller pieces. Peter glanced at her direction as she quickly flew back down and managed to get herself too normal.

"You ruined everything!" Dan snapped as he got out and had the drones guarding the other exit to the door. Everyone looked to him and were stunned at seeing another Quentin Beck.

"It's Dan the special effects guy; he was trying to frame Mr Beck!" Peter shouted and everyone looked to him and Quentin was looking quite disapprovingly and angry at Dan and he showed his true face showing a heartbreaking face before turning to rage. He then transformed his appearance back into Quentin. "So is this for revenge or money? Because these are some nice robots and you could have made a nice fortune working for some company or sold your designs." Peter pointed out to Dan but he laughed in response.

"This is nothing about money, I didn't care about money! Quentin Beck was my idol and I never cared about being a scientist; I used my expertise to go into special effects to hopefully one day be able to work with the great Quentin Beck, his movies changed my life! I was able to land a job at the TV studios he was contracted to at the moment and meeting him on Masked Marvels was the greatest day of my life! My Holo-Cubes had the potential to change special effects in TV and perhaps film forever so of course the crew for Masked Marvels had to hire me!" Dan replied but Peter looked at him oddly.

"So why frame him? Because honestly I don't see what your plan was here." Peter told him slowly walking up to him.

"Simple really; I had Quentin tranquilised took my appearance to make sure I would be seen using the remote so he would be blamed for the explosion and the drones. He would be blamed and fired and I would quit in protest; I would use evidence to show to the media that he was framed and had an alibi plus the incidents were accidents he had nothing to do with, and they would turn on the set for his wrongful termination. The public would be on his side as he would be big time news and set for better roles deserving of his talents!" Quentin explained and everyone was speechless by how dumb the plan was. "Don't look at me, I was doing this for Quentin! He has been stuck doing work for stupid terrible shows like this superhero trash and people misunderstand the genius of his role in the Life and Times of Francis Klum! He belongs in better things; he should have the fame of Robert Downey Jr plus a thousand!" Dan shouted as Peter got a hold of his cloak and went for the remote.

Dan then had the remote set the drones to attack Peter and then activated several Holo-Cubes he had hidden in the area before anyone came. Then the whole set looked like an alien war battlefield, Dan took the distraction and got himself out of the cloak. He then rant to the hallway and to his workshop where he had a secret tunnel built in which led to a sewer system.

It was a contingency plan for a clean escape and he had the map to take him to a warehouse where a stash of clothes for him to change into. Then he would make his escape.

Peter felt his Spider-Sense go off as the drones were attacking him, "Friday, I need device signatures please!" Peter pretty much shouted to his mask and fortunately enough it seemed that the lenses could do that showing him the signature of the robots and Holo-Cubes.

He then used his webs to direct the drones to attack eachother and smashed the rest of them and the Holo-Cubes. Then he saw that someone managed to get through the debris blocking an exit allowing everyone to get out.

He then went out the way he came and quickly changed into his clothes. He then ran to where everyone else was. "Sorry guys, I heard about killer robots and I ran out here. Think I am glad I ran away after the explosion happened." Peter told them and then the Masked Marvels cast including Mary Jan told him that they were happy he and everyone else was safe.

"Lucky you got away before all the really crazy stuff happened." Quentin told Peter with a suspicious look in his eyes and his arms crossed; "well Spider-Man took care of everything and I hope he knows how grateful we are that he intervened when he did." Quentin then said to everyone and there were speech of agreements.

Peter thought to himself; Quentin doesn't suspect him does he? Then the crew said it would be best for them to call it done especially since they have enough footage for the special.

Peter and Liz walked back to Mark and his car and he embraced them relief, "I heard about something happening at the studio and I was worried but here you are safe and sound! I swear Liz; you are becoming a magnet for trouble!" Mark told them to their laughter. He then drove them home and later Peter would have to deal with having to assure his Aunt May he was alright to her concern and worry. Liz had to do the same her parents.

* * *

Peter and Liz the next day were watching TV in Peter's apartment as they watched the behind the scenes special together. They liked watching it together despite having to live through some lethal behind the scenes turmoil. After the credits there was a message saying '**WITH THANKS TO SPIDER-MAN, THE REAL LIFE MASKED MARVEL!**'

Peter had a huge fanboyish smile at this and Peter looked to his phone looking at the news report, the title of the particular article was '**MASKED MARVELS SET SABOTAGED BY SPECIAL EFFECTS WIZARD – DANIEL BECKHART STILL AT LARGE!**'

"Shame that Dan got away but I am sure someone will catch him soon, since he was a crazy stalker even with his fancy killer gadgets and some admitingly impressive illusions." Peter told Liz who nodded and he then faced her, "Wondered how he could create holograms on the fly, because I actually saw you flying in the air firing at some debris." Peter told her and Liz blinked for a second before giving out a laugh to which Peter shared.

When they faced the TV again Liz was feeling a bit anxious, "But if I did have superpowers, do you think I would have to uphold some sacred duty to put on a mask and use them?" Liz asked and Peter was silent for a second.

"I do what I need to do because I feel like I need and want to do this but if anyone doesn't want to use their powers and lead a normal life then that's cool. I just want to help out to make sure no one gets hurt otherwise." Peter told her and Liz felt a bit reassured.

She would figure this out on her own later; whether she wants to be a Superhero or not.

* * *

Daniel Berkhart was in his discreet secret lab that was giving to him along with his huge grant and funding from Alchemax. They had been a big help in allowing him to create his drones and special effects including the Holo-Cube. It seems that Alchemax didn't have the lab in their record so it will be a safe hiding spot while he is on the run from the police.

Plus he now didn't have to worry about paying Alchemax back thanks to them being all but out of business.

Along with his posters of Quentin Beck he had also put up a dartboard of Spider-Man's photo. He was in a green special effects suit on along with a black bulletproof vest, on his worktable he was working with his holographic mask along with a hi-tech vest brace device which he was syncing together to make the mask more powerful.

"Spider-Man, he ruined everything... If he didn't stick his nose where it didn't belong then I would have been able to pull off the sequence of events that would allow the magnificent Quentin Beck to pull off the most spectacular comeback ever! Now I am a wanted man and he caused Quentin to hate me. He will pay for everything!" Berkhart ranted to himself as he put on the brace and then the mask while turning it on.

He adjusted the settings so now his face appeared as Quentin's head floating and covered in dark blue flames, "When I first showed them my special effects they called me the master of illusions. I think I am more worthy of the name Mysterio than that stupid character they have Quentin trapped playing!" Berkhart told himself in glee.

**Bet you weren't expecting this, were you? Go back 2 chapters and read carefully the flashback of Peter watching Beck's Tales to Astonish show and the narration.**

**My main inspiration for this arc was a combination of the Movie Magic special of MLP Equestria Girls as well as the episode the Duck Knight Returns of the Ducktales reboot which I read about and saw clips of online and to my knowledge hasn't aired here yet in the UK but i am looking forward to when it does. A previous idea on the ending of this arc would be in an accident at the end Beck goes crazy and beleives he is actually the Mysterio character from the show. Also Dan's appearance at the end is a combination of the special effects suit Beck wore in Far From Home (back from seeing it for the 2****nd**** time) as well as the look of the Ultimate Mysterio.**


	16. Chapter 16

**Be warned there are slight descriptions of extreme violence but not in detail.**

Late Sunday afternoon Flash had been at the Gym again working off some aggression again; he was still feeling like he was hallucinating and hearing voices again. He didn't say a word to any staff at his expensive home or his mother as he was certain that if they got word of it he would be off to a psychiatrist and Flash didn't feel like he needed it.

That masked freak Spider-Man got in the news again foiling some sort of sabotage plot at the TV studio where they did that Masked Marvels show. Not only was that menace showing off again but he was wasting his time saving that stupid show.

Any sane person would have just let it be and allowed the set to be sabotaged; with any luck the show would be cancelled and off the air forever. No one needed TV shows or movies like that romanticizing the idea of people trying to be goody good heroes in horrendous costumes; especially with the Avengers doing just that.

He hated the idea that anyone could be considering Spider-Man a hero; especially because of him his dad was now wrongfully in a waiting cell on his way to be declared guilty once his trial comes.

He took the wrong way home and he had come to a warehouse district where several gangs were going in to start a meeting; he stopped when he saw a guy was in a trenchcoat, hat and black mask looking like his father's Crime Master get up.

He was feeling curious and sneaked in through a different way to get a closer look; he looked as a few gangs were lined up in a circle. The man in the mask was in the middle as he faced it all.

"Ever since Thompson the usurper Crime Master got himself arrested and his lackeys arrested; there has been a void here in the New York crime syndicate. Several of us have been making a move trying to fill that void especially with Spider-Man sticking his nose into our business. However I don't see why a gang war needs to happen; we should stand united and I feel I can do that by leading as the new Crime Master!" the man told everyone and there were sceptical looks but Flash was shocked.

Not only does this man think he can take over the identity of his father but he has the audacity to call his father an usurper after what he is trying to pull. "Hey you bozos and you take that mask off right now! You have no right to wear it or call yourself the Crime Master!" Flash shouted running into their direction crackling his fists with all attention pulled to him.

"My dad may not be here to defend his honour but I am and I am more than happy to..." Flash snapped only to get his arms forcefully taken and brought to his knees. He tries to fight them off but however while he was a strong star football player his age; he was still a 16 year old teenager trying to fight off older experienced criminals so it was useless against them.

Flash then saw several of them had knives and guns pointed at him and Flash was now terrified wondering if he had bitten off more than he could chew; "Well I think we have here Eugene Thompson; the usurper's brat. Well boys I think we should send a message to everyone through Thompson's son; the cops will be going for us for murdering a kid but I think we can terrify him so much he will wish for death!" the new Crime Master asked and there were cheers of agreement.

Flash was now panicking and struggling in the grip the men had wishing he was able to fight back; the men had their eyes widened when they saw a dark purple ooze spreading through his skin and covering his clothing. There were tendrils coming out of his back as well...

* * *

The next Monday Peter saw people were asking Mary Jane about what it s was like to see Spider-Man up close and that the special effects guy turned out to be a criminal. There were others who were asking when Liz would be coming back to school so they can ask about what it was like being saved by Spider-Man herself.

Mary Jane had glared at them for it and Peter was not pleased as well; Liz had told him that if all goes well then her parents will let her go back to school on Wednesday at the very least. That seemed like good news but he was freaked out by the other big breaking story the students were muttering about.

Late in the night the PDNY were called to the discovery of corpses of various criminals and gangs in a warehouse district. Several had been reported to being impaled through the chests; beheaded and other limbs broken off; the local news reports utterly refused to show the pictures and Peter was quite thankful.

He was a bit afraid of he was going to end up encountering whatever was responsible for these murders. Was there a gang leader or criminal with their one monster villain?

* * *

Flash had been freaked out by what happened and knew how he was not hallucinating or hearing things; somehow there was now something inside of him that finally unleashed upon the gang leaders. He had leaped out and managed to make the ooze disappear back from where they were coming from.

He immediately went home and went to bed after having dinner in his home; his mother was worried but he told her that he is just worried about dad.

He hoped if it happened again then he could at least control what had happened; he met up with his friends as usual and h had to ignore the theories people were saying about what could have caused this. Some were saying there was a vampire; a werewolf or that there was a vigilante going after them.

One person was even suggesting it was a 'lethal protector', he actually liked the sound of it.

Before lunch he saw Gwen Stacy walking up to him with a smirk and he just glared at her. Sure she was pretty but she was a science nerd and no matter how pretty she was he would not risk his reputation by trying to date a geek.

She had been interning at Alchemax but was now switched over to Empire State University, "What do you want Stacy..." Flash asked but she showed him her phone. He looked and saw it was a video paused at the beginning. It was filmed with her camera and it showed Flash running out of the warehouse district covered in the dark purple ooze broken up by only the pupilless slits of the eyes of his new form.

It then showed the ooze going back to reveal Flash who panicked and went home. Flash pretty much whispered to him to put it away and she did just that. "After school I want you let me get a sample of the ooze so I can study it at ESU; if not then I show the video to my dad!" Gwen whispered to him and Flash was now desperate.

Her police captain father could have him arrested and sent to Juvie; all hopes and dreams of being a football star will be crushed. "Fine..." Flash muttered to her walking away as she walked with her smirk still on her face.

He went back to his friends as he jsut said that Gwen was extorting money from him for test answers he got from her and they seemed to accept it. Looks like he will have to keep an eye on Stacy; as long as she had that video as leverage.


	17. Chapter 17

**More warnings of description's of Venom's attacks and I will probably end up doing this for every chapter Venom is in.**

After school Flash had met up with Gwen in secret as she managed to take a sample of the ooze off him in a corked vial for her to study at ESU. He would have to be careful around her from now on; she had the evidence that could expose him.

After school he had football practice and had a hard time focusing on his game but assured his teammates and his coach that he was just having an off day, that he would be back to normal the next practice.

After practice was over he went to an alleyway with an idea; "_Look I don't even know what to call you ooze but you are a part of me and have been talking to me in my head. You reacted and helped me yesterday so I hope we can work this out and become a team. Let me transform right now!_" Flash thought in his head concentrating in his head with his eyes closed.

He then felt it and saw that he had actually managed to make the ooze appear and covered himself; he then thought about trying to see if he could climb the wall and using the tendrils on his arms he found he was able to do so. Then went back and jumped and saw he could jump to the next building but with a stomp. He looked down on the alley and climbed back down.

Concentrating he managed to make the ooze disappear, he went out of the alley and saw a car drove up to Delmar's Deli-Grocery and then came out guys wearing black masks and holding cars. He grinned as he thought of what he could now do with this ooze and the power it gives him.

He can take care of these robbers and actually be a Superhero the right way; the stupid childish idea of goody good Superheroes who spare their enemies was outdated and old fashioned. He would show them a more modern and sensible take; an outright badass who is not afraid to do what it takes to get the job done.

These robbers will be just the beginning; he will brutally end the gang war that Spider-Man caused when he got his father arrested. He will show him by upstaging him as New York's own premiere Superhero. He will be popular and famous; Eminem might even make a rap inspired by him.

The criminal underworld will soon fear his venomous rage... That sentence was giving him ideas...

He would be a new class of Superhero and would he actually be considered a Superhero? He would be more like the Authority; one of the few comics he ever read and liked and it was a team of Heroes who actually had the right idea. He would be a better breed of Hero than those Superheroes after all;

The world has enough Superheroes.

* * *

Peter had gone out as Spider-Man after school seeing if there was anything he could do during this time. Not a lot of people needed his help at the moment but they were showing their support for helping the Masked Marvels. Then Karen told him that several robbers had tripped an alarm at his favourite deli so he thought he might as well take care of that.

He made it there soon but was stunned by the sight in front of him; the front of the store was pretty much ripped open and there were screams as he saw Flash in his dark purple ooze form picking up a robber and snapping him in half. There were other corpses with one missing his legs (and still barely alive) and he almost vomited in his mask at the site of the others.

He then got there and saw Mr Delmar cowering at the counter of his store, he then quickly went in and picked Mr Delmar up as he then ran out of it, "Get to saftey Mr Delmar; I will take care of Mr tall, dark and ugly." Peter told him as Mr Delmar then ran away, "Hey you big dummy, what are you doing here..." Peter told him a bit afraid only for Flash to notice him and throw him to the side with Peter hitting a car.

Peter groaned as he got himself up and feeling a bit afraid and confused; his Spider-Sense had not gone off. What happened there?

"**You came here too late as I have already taken care of these robbers, I am here to be New York's newest and greatest Hero. This living suit will give me the power to run you out of town. I am now New York's lethal protector; we are Venom!**" Flash roared at him with Peter stunned. Did he say living suit?

"_Peter I have analyzed Venom here and his 'suit' is a living organism and was created using DNA of a Klyntar._" Karen told Peter and Peter could tell the hint of worry in her voice. "_Klyntar are an alien race created by the entity known as Knull and were used by the Iron Cross Army against the Spider Army before being nearly wiped out. They have the ability to not affect the Spider-Sense as you call it._" Karen explained to him and Peter had a massive look of panic on his face.

A monstrous brute, using an alien suit that doesn't set off his Spider-Sense?

Peter got himself up and began firing his webs at Flash but it had little effect; then came the police and they began opening fire at Flash to no effect. Flash then picked up a police car and threw it at them with Peter jumping to barely managing to catch it before setting it down.

"**I will be doing a better job at fighting crime than you with badges could ever hope to do so don't bother coming after me unless you want to get on my bad side too!**" Flash snapped at the police before jumping up and climbing the wall of a building.

"Hey, that is my thing! I will sue for this!" Peter shouted climbing up after him; he was not entirely sure what he was going to do when he caught up with him. He saw Venom jump down into an alleyway and he went after him only to see no one was there.

"Huh, he doesn't seem like the stealth type..." Peter thought in his head as he decided he would have to just go home and worry about catching him later. He changed into his civilian clothes and went home.

Aunt May was in hysterics about the news and reminded Peter about staying as far from the superpowered crowd as possible and Peter gave a sheepish nod. He just lied back onto his bed and saw a text from Liz who had gotten his number. He answered it:

**Don't tell me you want to keep going after that Venom guy?**

Peter sighed as he was able to tell that Liz already knew the answer:

**Fraid so, I will think of something.**

* * *

On an abandoned shack that was seldom used; it was the hideout of 15 year old Clayton Cole a gifted science student with dreams of becoming the first rockstar scientist. His mother pushed him into science competitions where he always took first place and had the highest grades in his class at Forrest Hills High School.

He was interning at ESU discovered up on secret plans for sonic sound devices, he had taken photos on his phone discretely and used parts he brought here (along with other broken devices he had got his hands on) to work on his experiments. He was able to create a miniature device plugged into a small electronic backpack which acted as a speaker.

He had a custom made full body black and white costume with a design out of the comic books. He was sewing the wires in the costume and placing the prototype miniature sound devices he had managed to build.

He had been inspired by the new superhero Spider-Man and he thought this was a perfect way to show off his engineering talents and gifted showing he was able to build off these designs at his young age.

He was planning to show this off to the public by becoming a costumed supervillain, soon Spider-Man will meet his ultimate nemesis Clash; the Spectacular Sultan of Sound!

**As you can tell from how many stories I used him in; I really like Clash. I love beginner Spidey stories and characters who are a dark reflection of Peter really appeal to me.**


	18. Chapter 18

Peter woke up the next morning, after getting dressed he went to the living room and saw Aunt May watching the TV in distress. He looked and saw to his shock that Venom was active again during the night.

He claimed the lives of two muggers; several gang members and had assaulted several police officers as they were in the middle of arresting people. The crimes those victims had been arrested for were breaking and entering, one was arrested for vandalism and the last one had been arrested for driving without a valid license!

He was terrified at that and wondering if he should have been up to fight him but would it have done any good against him? The news footage now showed several SHIELD vehicles arriving in New York and armed SHIELD agents in dark blue uniforms were doing patrols.

There was Mayor Fisk making an emergency early morning press conference:

"_This is no supervillain or just a masked domestic terrorist; this Venom is a monster who seems to be operating as an unauthorised judge and jury against even the smallest of offenses. SHIELD has stepped in and will be heading the manhunt for this monster and I ask for the cooperation of the citizens of this fairy city. I have been assured by SHIELD management that they will be working with the good men and women of the PDNY and will not be taking over law enforcement of this city. I ask that you all stay calm._"

Peter was concerned but thought that this meant that he will not have to worry about catching Venom since SHIELD will be doing it for him. Aunt May told him to keep his distance from them and to be careful. She then pretty much insisted on taking him to Midtown personally.

They went by Taxi and Peter was a bit afraid seeing the SHIELD agents on patrol and through their vehicles. She then dropped him by the gate and Peter said goodbye to her as he through the gate nervously.

He then said hi to his classmates as he went past them and said hi to Mary Jane and Liz as he passed them; when their faces met, he and Liz shared knowing serious glances. Peter huffed as he kept walking to his first class; SHIELD will take care of Venom for him.

* * *

Aunt May had been hectic about the recent superhuman activity including the masked crimefighter Spider-Man. Hopefully he will be far away from any future incidents.

She read about what that horrid Venom had done scaring poor Mr Delmar possibly for life, trashing his business and cruelly murdering just a couple of robbers. That was overkill if she ever heard of it.

Thankfully Mr Delmar was getting some help with compensation and his store being fixed by Damage Control; an insurance and construction company that was partially government owned and specialised in collateral damage relating to superhuman activity.

Still at least the SHIELD as threatening as they looked, looked like they were prepared to take care of that purple menace. Still she can hopefully take the Mayor on his word that New York will not become a police state; as weird as life had become she will take are life being like a comic book over life being like 1984 anyday.

Well she was back to work as a nurse as well as making preparations for Ben's funeral. Still she had weird dreams and some headaches. Getting up in the morning she felt like she had heard a voice say:

"_The Spider will need you; the spirit of the Master Weaver has chosen you to be the next Madam Web..._"

* * *

It was the end of the last class and Flash was not feeling as happy as he should have been; there was talk of Venom in the whole school like he had hoped but there wasn't any talk of admirations but of fear and hatred.

He had wanted to go out as Venom again during the night but of course he would risk his spot on the football team if he lost sleep and ended up sleeping during class. However the ooze told him through his head that it was capable of taking over him while he slept with him directing him in a dream like state.

He was ecstatic at the news; he could go out and be the Hero without losing any sleep; it was an ideal situation!

However the media branded him a monster and now those SHIELD guys were lining the streets and roads looking for any sign of Venom. He was not being praised but being attacked verbally by everyone.

He had only killed criminals so far and only attacked the police when they got in his way! Sure it turned out some of crimes committed were not the worst but it would send a message to all of New York that no criminal was safe from New York's Lethal Protector.

They will all see it his way soon; he was keeping it cool about the vilification of his alter ego but lost it when he overheard Peter talking to Liz. "I don't think we have to worry anymore; Venom will be taken down by SHIELD so that Spider-Man doesn't have to. He will probably be safely locked away in the Raft forever..." Peter told Liz when Flash butted in.

"You and your comic book Heroes made you ignorant of a real Hero like Venom! He is the misunderstood champion of New York who is going to take care of all the criminals running loose in the city because my dad is not here keeping them in check! Those SHIELD guys are a bunch of losers; they thought being the Men in Blue was a good idea so we are supposed to take them seriously? Specifically when they thought bringing together circus freaks like the Avengers was a good idea! I suppose it's full of childish losers like you who beleive in stupid masked idiots like those masked Marvels! People have their minds poisoned so much they react poorly when a real Superhero comes around!" Flash snapped at Peter close to picking him up by the collar and aiming a fist at Peter who just glared at him.

"Seriously Flash, not only are you sticking your nose into other people's business; trying to put down Peter again but now you are sticking up for a monstrous mass murderer? This is a new low even for you Eugene!" Liz snapped at him with Flash glaring at her for daring to use his real name.

His fury was growing and Liz in her anger took a hold of his fist to stop him from punching Peter; her anger and the powers growing gave off enough of a heat signature that it scared the ooze in Flash.

Flash with his anger was not able to control it quickly enough as to not prevent purple tendrils from appearing in his back! Flash had his eyes widened when he realised what had happened as did everyone in the area that were open mouthed. He saw that people had quickly taken pictures with their phones.

"Delete them right now! It is not what it looks like!" Flash ranted losing control again and unable to prevent the ooze forming transforming him into Venom. There were shrieking and people then began panicking heading for the exits and one pulling the fire alarm to get everyone away from Venom.

Peter then was shocked as he processed this and Li was stunned as well. but went for the exit. Peter then went for a classroom to hide and looked through the window to see that Flash as Venom escaped by smashing his way through the door.

He knew that he planned to let SHIELD handle this but he felt like he still needed to do something to help. "Karen since the Spider Army were able to fight off these aliens; did they have any weaknesses I can exploit?" Peter asked jumping through the window after opening it and getting changed.

"_The Klyntar are weak to sonic waves and fire Peter._" Karen told him and Peter thought he might be able to use the fire weakness against it.


	19. Chapter 19

Peter had nervously swing after the direction Flash had been going in, he managed to keep up with Venom when he got onto the streets and was swarmed by SHIELD agents. The agents were evacuating the civilians while firing at Venom.

"**Get out of the way you spy film rejects, you are only upsetting New York's real defender! There are criminals out in the loose as wild cards thanks to the loss of their leader and New York needs me to be their Lethal Protector!**" Flash snapped absorbing the fire from the SHIELD agents. Peter then nervously jumped in from behind to try and hit Flash from behind.

His kick connected but then was pushed back by Flash taking him using his giant claws and throw him back. "**Spider-Man, it is thanks to you callously putting my father in prison that you allowed his organised empire to crumble! You are the cause of the crime wave and war that will be brewing!**" Flash snapped at him but Peter looked at him incredulously.

"Seriously, you are blaming me for that? Heads up your dad was nothing more than a stupid pretty boy psycho who got himself arrested! He was a lunatic reaping the rewards for another person's work if monstrous work; it's not my fault he was an idiot whose reckless use of bazookas allowed him to be tried for domestic terrorism in addition to his other crimes. Your father is to blame for his own mistakes Eugene!" Peter snapped and that rant only made Flash even more furious.

Flash then lunged at him and Peter quickly and quickly jumped up and climbed up a building to get away from him; Flash then noticed the SHIELD agents firing upon him again and he went to work putting his attention to them.

Peter was wondering what to do when he heard loud rock music and saw Clayton Cole in his full suit flying about using the sonic waves generators on his palms to lift him up in the air while pointing them to the ground. Peter was distracted by the rock music coming from the speakers installed in Clayton's backpack that he was unprepared for Clayton sending a shockwave his wave sending him to the ground.

He got up and noticed Clayton and he was weirded out Clayton and his costume, "Behold Spider-Man as you stand before the Spectacular Sultan of Sound; I am Clash!" Clayton told Peter in a dramatic voice.

"Sorry but I am busy at the moment and I am not looking for a sidekick right now..." Peter muttered putting his attention back to Venom but jumped out of the way as Clayton sent another shockwave that went towards Flash's direction. Peter was stunned when he saw a yell of pain from Flash and it looked like the ooze was in pain.

He then remembered that Karen told him about the Klyntar's weakness to sonic waves, "I am no sidekick Spider-Man; I am now your arch foe so prepare to face this first of many defeats before I decide to finally take you down for good..." Clayton said before Peter took his arm and aimed it at Flash and sent several shockwaves at Flash.

There was a screaming of pain and it looked like Flash was separating from the ooze, Clayton was ranting to Peter who then jsut went to his backpack and saw that it looked impressive. He was able to find the off switch as well as sabotage it so Clayton would not be able to use it to put others in danger again.

"Impressive tech but next time leave this to the professionals and use some other use for it." Peter told Clayton running forward to Flash and managing to pull him out of the ooze. Then the SHIELD agents came forward with glass container and managed to forcefully push the ooze into it.

After it was safely secured it was then brought to a van and Flash was panicking and complaining when he realised what was happening; he was reaching out his arm screaming for him to give back the ooze while he was being forcefully handcuffed and arrested.

One agent went up to a tired looking Peter and told him "good job and thanks for the help there Spider-Man, we will take it for here!" the agent told Peter and he gave an appreciative smile. He then saluted as he then web slinged by to find a hiding spot to change as people were happily chanting Spider-Man.

He would go home and count on Aunt May being hectic again and he might not be allowed out of the house for a while but at least Venom was taken care of.

* * *

Flash was arrested and taken into custody facing charges to the assault to officers and vicious murders of criminals plus property damage while done as Venom; his family's lawyers began arguing that he was not in control of himself while being possessed by an out of control suit made of ooze. It was hard to argue against though some civilians were not happy and especially the families of his victims were demanding he get the full sentence.

Flash kept shouting at reporters and officers that he was trying to be a real Hero taking out the trash of society and it was the fault of law enforcement if they decided to get in his way; he kept being harshly told off by his mother and lawyers when he was in a tangent in public. He was still facing time in Juvenile plus community service with it to be seen if he was to serve any time in an adult prison and he was to be expelled from Midtown. At the moment he was under strict house arrest with there being extra agents keeping watch over him including the FBI officials still investigating his father's crimes.

Peter and Liz felt a bit of pity towards Flash and especially his mother with what she had to go through recently. However they were thankful the nightmare with Venom seemed to be over and the SHIELD agents would be back to the Triskellion. Damage Control had begun to working on fixing the damage Venom caused including the broken wall on Midtown. On that case for the time being Midtown High was closed down indefinitely. Aunt May was hectic about it all but she was not confiding him to his room for now.

Hopefully things will be more peaceful for the time being.

* * *

A SHIELD agent with a task from Director Nick Fury had gone to the CCTV cameras at Midtown which was now closed off to the public. He then went to the footage of Peter going to a classroom to change into Spider-Man. He then had it erased and went to report back to the Triskellion.

* * *

Clayton was incredibly furious about the whole ordeal; it was supposed to be his big debut as Spider-Man's arch nemesis which would lead to his downfall but he was upstaged by the Venom monster. He was found by SHIELD agents and harshly chewed out by them saying what he did was reckless, irresponsibly, dangerous and could have gotten himself and others seriously hurt or worse killed.

They said they will let him off the hook only because his machine helped against Venom but they had better not see him trying to play hero or something in his costume or with his machines. He had bitterly went back to his shack to get changed and had gotten home.

His mother had not been happy to learn that he had missed his internship for little reason and was out somewhere while the Venom monster was out trashing New York. He apologised saying he just wanted fresh air for the day and was warned that he could be grounded if he pulled a similar stunt again. His supervisor as ESU was not pleased saying that hopefully there would not be repeats.

In the coming days he was furious to learn that in the newspaper and online articles plus footage you would be incredibly lucky to get a token mention or brief photo of Clash. Most people only wanted to talk about Spider-Man and SHIELD fighting Venom and that Venom turned out to be some bullying jock who was actually the son of the Crime Master.

People found it more interesting than some lunatic in a mask that was flying about to rock music. Most did not bother to learn his name and he was an afterthought. It was insane and infuriating.

He went back to work fixing the backpack of his suit and swore that next time that he faces Spider-Man as Clash then people will know how unwise it would be to look down upon the Spectacular Sultan of Sound!

* * *

Overlooking New York from his hiding spot was an aged but muscular man with greying hair and a goatee; he was wearing black soldier pants, a belt featuring various knives and a vest made of the pelt of a lion. The man was Sergei Kravinoff and he looked at the various scars on his body from his recent surgeries and experiments done to him.

He was a decorated highly trained and skilled soldier and assassin for the KGB; however after the fall of the Soviet Union he had escaped to Africa; there he made his new life as a mercenary working for many poachers as well as hunting animals himself.

He lived for the hunt and fight on the battlefield and used his skills to take on some of the most dangerous animals that Africa had to offer. His hunting skills grew and he gained the reputation of being 'Kraven the Hunter'.

However he got slower as his age came up with him and he saw the rise of the Superhumans and how outclassed he was. It made him feel weak especially as he got a bit slower and he refused to feel weak.

He came across several unethical scientists and volunteered for very dangerous and incredibly illegal procedures that dealt with using and splicing Animal DNA into humans. It was very expensive but he had made himself a fortune from the payments by the poachers and some human assassinations he had done on the side.

By his requests he ended up with the strength of a lion, the speed of a cheetah and the climbing and leaping abilities of a leopard. Once his surgeries healed he had come to America; the country that survived the Cold War while the Soviet Union that he had grown up in fell.

He would make a new path for himself hunting the Superhumans and he shall start with New York's Spider-Man; he will be the first prey to fall.


	20. Chapter 20

A few days had passed since Flash had been arrested and things looked like it would go back to a slight semblance of what was normal in the city. The SHIELD agents had kept their word and were no longer patrolling the streets at least.

Liz was in her watching the TV she had in there having made a call to her parents at their work to check in daily and make sure she was alright while she was home alone with Mark making appointments to the police station. They still needed some statements about his cooperation with the case against Fancy Dan and the criminal empire that Harrison Thompson had stolen control of. Still she knew they had a right to be worried after everything that had happened.

For the past few days she was watching TV and was surprised to see a news report of a building being on fire and Spider-Man seen going in. She was concerned as the live report continued and so far Spider-Man was not seen exiting the building. She then held her breath begging that Peter would get out.

Deciding she wanted to do something she then decided she would have to act; she got changed into the jumpsuit she got from Mary Jane along with the goggles. She got some orange boots and a leather jacket she had gotten from a store and was able to personalise '**FIRESTAR**' on the back in yellow and red lettering.

Hopefully she can go out the back and fly away without anyone noticing.

* * *

**15 Minutes Ago**

Peter had been able to get Aunt May to allow him to go out during the day while Midtown High was closed and she would be at work. He was mostly swinging about looking to see if he could find anyone to help or if there was a petty crime for him to stop.

Plus he was speaking to Liz on the phone during the day; she was feeling alright, good especially since she was kidnapped not that long ago.

He was going about his usual web slinging route when he noticed a condemned building scheduled for destruction was now on fire. It made him concerned but he realised there could be someone inside if it caught on fire.

Thinking he could get in and out quick he then rushed through the nearest window and coughed as he saw the flames. He ignored his Spider-Sense thinking it was just the fire when suddenly someone jumped from behind taking his wrists and squeezing them.

He yelled as the figure let go and Peter was concerned to see his Web-Shooters seemed to be damaged now. He then looked up and had to jump away as he saw that Kraven was there standing confident and triumphant looking. "I knew setting the building on fire would be the perfect bait to draw you here Spider-Man, I deduced the devices are where your webbing came from so thanks to examining footage. So now you will not have any parlour tricks to get out of facing Kraven the Hunter!" Kraven told him going in send several punches and kicks at once to Peter.

"I am flattered you wanted to get to me but angered you could have gotten someone hurt by setting the place on fire..." Peter managed to yell but was having trouble keeping up the speed and pace of Kraven. Kraven connected with several punches and kicks at Peter's stomach and he felt strong.

Peter moaned as he then jumped back, "Okay Mr Kraven... You are strong; I will give you that... So you are a hunter but you know that is kind of frowned upon today I think..." Peter told him trying to use the slow healing factor he had to recover before Kraven could go in again.

"Nothing can stop my hunts Spider-Man, ever since my time in the KGB I have worked hard to hone and transform my skills to become the world's greatest hunter. You will be but the first of many Superhumans whose skulls will join my trophies." Kraven told him lunging at him Peter and had to jump at the way at the last second having to admit that after Venom he had hoped it would be a long while before he had to face a villain on that level again.

"KGB huh? You do know I have fought bad guys with military experience before, you might know him as the Hobgoblin and I took him down. What makes you think you will be any different?" Peter asked and Kraven laughed as he got out two blades.

"Macendale was nothing compared to me; he was nothing but an unmotivated sadist. I however have honed my skills and power to become the best. You however have no focus, no technique and relay on gadgets and your powers alone to get you through fights. It will be almost a shame to take down a most unworthy pretty... Almost..." Kraven taunted him managing to get some hits at Peter's shoulder which caused him to moan in pain.

Kraven then kicked Peter to the ground and lunged at him and Peter acted quick and managed to aim it just right to kick Kraven in the stomach with all his might at the right moment sending him back. Kraven grunted as he got up and saw the ground behind him starting to crumble and saw the police and fire trucks arrived.

Knowing he would have to continue the hunt another day otherwise he would have to contend with the meddlesome PDNY, he knew a strategic retreat was in order. He knew he could take them but when they caught up with him the less likely he would be able to escape and they would send more backup. Whats worst is that SHIELD would be sent once they get any sort of clue that he was a Superhuman individual.

Peter however did his best to get up while coughing, however he noticed a blurry yellow and red figure helping him up and yelling as the person flew him out of the building. It was speed a bit faster than web slinging.

Soon the figure let him down and he managed to catch his breath while letting his healing factor make him feel better. He then noticed Liz in her suit and he stated "so you really were flying at the studio and I guess what happened at Alchemax did this to you?" Liz nodded and Peter marvelled at her costume and asked "so can I expect Firestar to help out more?"

"Not sure at the moment Peter, especially since I don't quite know how to use my powers to fight without burning someone alive... Maybe I will get some fighting lessons and we can see about me helping now..." Liz asked and Peter gave her a smile underneath his mask

She told him she needed to fly away quick enough to get back to her backyard so she can sneak into her house and change before anyone notice her back. Peter waved to her and he then changed into his normal clothes from the backpack in the alley she had dropped him in.

After getting back to his apartment he was using a broken sewing machine he had fixed up to repair the costume from the fight and then got to work fixing his Web-Shooters. Later he saw a post on the Daily Bugle website showing Liz carrying Peter out of the building which the firefighters managed to put out the fire afterwards. The post was titled "**FIRESTAR - SPIDER-MAN'S AMAZING FRIEND?**"


	21. Chapter 21

In a holding cell at the Raft, Jason Macendale on the bench in his cell unable to do much. He was outfitted with an electronic collar and bracelet that will shock him if he tried to use his enhanced strength and powers to try and break out. He had nothing better to do than just wait for his trial and see about trying to make an escape there.

Macendale then stood up when he heard a loud blaring throughout the prison alarming the Guards and giving some hope to the prisoners. The voice of Warden Augustus Roman was heard in the intercom saying there was an intruder and for all guards to be on alert.

Macendale was watched as he saw that a black blur went past the guards knocking them out, the figure then used a special EMP device to disable the electronic doors to the cell. Then the figure quickly (as in Macendale barely saw him do it) used the vibration of his fist to cut open his collar and wrist devices.

Then Macendale was yelling as the figure then took him and suddenly he was now in some sort of submarine. Then he looked and saw the figure was a man in a full bodysuit in dark black, yellow and red with a full face mask that looked demon like.

The figure looked like he was out of breath, "Sorry about that, the downside of my powers is that if I run too fast then I tire myself out extremely. It took everything I had to look to get you out as well as get that from the confiscated equipment wing." The figure told him pointing to where Macendale was surprised to see his Hobgoblin gear. "The wings are still busted but it's nothing the Doc can't fix." The figure told him and Macendale's expression quickly went from gleeful to suspicious.

"Not that I am not grateful for the escape attempt but who are you, where are we and why did you bust me out?" Macendale asked and the figure grinned underneath his mask.

"James Sanders but where I come from I am known as Speed Demon, we are in a submarine to take you to the Doc's underwater lab." The figure explained; "As to why we busted you out, you see we are forming a team to take down the Webhead." Sanders told him and Macendale gave a smirk silently saying that he was interested.

* * *

Kraven had managed to make it to his escape route feeling angry at himself for being unsuccessful in this hunt. Spider-Man should have been simple prey for him and yet he was forced to make a strategic retreat.

What went wrong? After disabling his technology it should have been easy pickings to finish him off. Well the Spider's luck will not save him. He stopped when he reached his hide out and saw a recording device which he picked up and played:

"_So you have failed to defeat Spider-Man, don't be too hard on yourself as underestimating him is a mistake that most do at first. However I know that you could be more successful if you hunt him in a pack. If you're interested come to me with these directions..._"

* * *

Daniel Berkhart had spent his time in his lair working on his machines and illusions; devising and scrapping plans to get his revenge on Spider-Man. His official debut as the new Mysterio needs to be big and needs to be seen by everyone. Then he felt his intruder alarm go off and he was now in alarm.

Then he was surprised when it was shut off and he heard a healthily breathing Darth Vader like voice say "**Impressive security for this someone that is not me but well done anyway, don't worry Mr Berkhart I come in peace... I am putting together a group to take down Spider-Man once and for all.**"

Berkhart then muttered "what makes you think you will be successful if it's a team under your leadership? What makes you think you can succeed where I have failed alone? Why shouldn't I continue with my own schemes?" Then there was the sound of a sighing through the heavy breathing.

"**I know for a fact what your schemes will end up like and they will end up failing. I am collecting a team that will ultimately consist of 6 different individuals with our own unique talents. My friend has recruited another and I have sent for the next recruit; our final recruit has not had their origin shall we say...**" The voice told him and Berkhart rolled his eyes. "**Not only that but I know secrets of Spider-Man that we can use to our advantage. I know how his powers work, his loved ones, I know his future wife just started her origin story.**" The voice continued and Berkhart was seaming a bit sceptical.

"How could you possibly know all that?" Berkhart asked and then he saw the entrance smashed open and he saw it was a long robotic arm with a claw and the figure then entered the room.

The man was wearing a dark green jumpsuit with silver armor over it, which looked like it had medical equipment built in. There were four long robotic arms coming out of the back, two of them were up in the air while the other two were on the ground holstering the man up in the air. His actual arms and legs looked like they could barely move.

The man looked old, beaten up, scars covered his face, dark red goggles, he was completely bald and he had device over his mouth which seemed where the breathing noises came from. "**Let me introduce myself, My Name is Doctor Otto Octavius and believe or not I have come here from the future.**" The man told Berkhart who was extremely afraid of the man once he caught sight of him. Then he laughed and told him "**As to how I know what i know of Spider-Man? In the future I am from; I have been fighting him for 22 years!**"

**Speed Demon's suit is basically Zoom's suit from the Flash season 2 but with the Speed Demon's color palette. Also Endgame has officially become the highest grossing movie!**


	22. Chapter 22

That weekend the time had come for Uncle Ben's funeral; Peter was net to Aunt May as they stood heads down in their black attire around his grave as the sermon was given. They each gave their words and did their best not to cry during it all. Uncle Ben's friends and co-workers gave their words, even the infamous boisterous J. Jonah Jameson was quiet as he spoke of a hard worker Ben and he gave his condolences to his wife and nephew.

Peter at Uncle Ben's grave whispered that he hoped that he was proud of him for using his gifts to help people and stop those who wish to do harm.

They had a quiet taxi ride home back to the apartment; when they reached the door May accidentally tripped and Peter went to catch her but when May caught his shoulder her eyes turned bright white and they both had a vision in their head:

_There was a glimpse of Empire State University; a calendar with the date marked; a professor hugging a girl in her late teens; the man getting a report that a Dark Matter Machine was overloading due to a faulty wire and he went to check shutting the door. The girl nervously walking up to the door only for it to be bursted down being caught by rays within._

_The girl wakes up in a hospital bed with her skin turned grey and she freaks out and shrieks in horror causing waves; just as a frantic woman and a boy barges past protesting doctors. she shrieks and starts crying when she now notices the dead doctors, the woman and the boy._

Peter and May were freaked out but just figured it was a hallucination so they didn't speak of it when they got in. May told Peter she was going to go take a nap and Peter nodded. He then went to his bedroom and opened the window to get some air. He then noticed something and took a closer look and noticed a man rushing in a labcoat. It was the same man who must have died in his vision.

Could it be a coincidence?

Not wanting to risk it, he then quickly got a piece of paper and wrote on it:

**Mr scientist guy**

**I had a vision of the future where today a Dark Matter machine (why do you have one there) at ESU malfunctions due to a faulty wire. Please do everything to stop it; if not I am sure you die and a girl becomes a horror movie monster I think.**

**Spider-Man**

He then quickly got one of his Web Shooters and then shot it right at the pavement in front of the man which he picked up. The man looked up confused but Peter luckily closed his window in time. He then hoped he was just being paranoid but if not then it might have solved it. He then went to text with Liz.

* * *

In his underwater lair Octavius was facing Kraven; Berkhart and Macendale, "So you come from the future and you have been fighting Spider-Man for over 2 decades?" Berkhart asked sceptically shaking his head with his arms crossed as Kraven and Macendale looked unconcerned. As long as they got a chance to get at Spider-Man, they didn't care. "So are you about 70 now or something?" Berkhart asked thinking he might have been about 50 when he first faced off against Spider-Man.

"**I am 52 actually; you see various toxics chemicals and such have caused me to age faster.**" Octavius explained to their surprise, "**They have also caused decay of my muscles and the toll that fighting the arachnid for so long have taken their toll on my body. Now we will be united as 6 to kill a less experienced Spider-Man than I had to deal with. In this timeline I am not destined to fight him until a decade from now. Right now the Otto Octavius of this time is starting out as a humble genius.**" Octavius told them with a smirk.

"So where does your Speed Demon come from; the future same with you?" Kraven asked and Octavius gave a slight nod.

"**James Sanders; a forensic scientist whose father had been murdered by his mother in front of him. He was struck lightning and struck with chemicals that gave him great speed. He went on a petty crime spree but was stopped by Spider-Man; I came to him offering the chance to have Spider-Man killed decades ago and he was more than happy to travel through time with him.**" Octavius explained and there was sniggering from Berkhart.

"Forensic scientist; parent killed by spouse, struck by lightning and doused with chemicals and super speed? So should we be concerned by the lawyers of the CW or DC coming after us?" Berkhart joked and Octavius glared at him.

"**I will be sure to tell James that when he comes back with our 6****th**** member, Sandra Deel or as she will be come to known as Shriek.**" Octavius told them with a hint of glee in his voice and they looked like they wanted an explanation as to why they should be impressed. "**Picture this tragic tale; a girl victimised by her abusive mother until social services came and took her away and sent her to a foster home. A pretty loving one at that. She today went to visit her foster father at his work; Professor Phineas Mason at Empire State University. ESU had been charged with looking over and examining the confiscated equipment from Alchemax but an accident ended up killing her and gave her great sonic powers she could not control. She ended up killing the foster mother and brother as well.**" Octavius told them and the trio was not moved by the sob story but asked him to get a move on.

"**Poor Sandra; she found a loving stable family after her abusive mother and it was taken away from her. She went on a rampage trying to build herself a new family; she ended up fighting Spider-Man and tried to make him part of her new family as a replacement of the brother she killed. She went on several rampages that dealt maximum carnage; easily one of the most powerful villains he ever had to face. I am sure we will be able to reel her in by becoming her new family.**" Octavius explained as Sanders came in looking a bit fearful underneath his mask. "**So were you unable to retrieve Ms Deel from the hospital?**" Octavius asked as Sanders took off his mask.

"Doc; Deel never went to the hospital as the accident never happened. I jsut saw Mason drive him and Deel home as normal looking as ever." Sanders told him and then winced as Octavius looked at him in surprised rage. Berkhart; Macendale and Kraven shook their heads taking this as evidence that Octavius was a phony. Sanders then told him "but Doc I heard something... The Mason guy had demanded a close check of the Dark Matter machine and noticed the faulty wire. They had it shut down and have it scheduled to be moved to SHIELD with the over tech they deem too dangerous to use... Mason said that apparently he got a note from Spider-Man warning him of the wire." Sanders continued and Octavius thought it over.

How did Spider-Man get knowledge of the future? Well he had to think it over later but for now he would have to adjust his plans and come up with a replacement member of his 6.

**Now in this timeline Shriek gets a normal life.**


End file.
